Notice of Certain Corporate Action. In case: (a) either of the Issuers shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4; (b) either of the Issuers shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights; (c) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests), or of any consolidation or merger to which either of the Issuers are a party and for which approval of any equityholders of either of the Issuers is required, or of the sale or transfer of all or substantially all of the assets of either of the Issuers; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; then the appropriate 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 mailed to all Holders at their last addresses as they shall appear in the 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 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests of record shall be entitled to exchange their Equity Interests for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 4 contracts
Samples: Indenture (Teekay Offshore Finance Corp.), Indenture (Teekay LNG Finance Corp.), Indenture (Teekay LNG Finance Corp.)
Notice of Certain Corporate Action. In case:
(a) either of case the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests payable propose to (i) otherwise than exclusively pay any dividend payable in cash or (ii) exclusively in cash in an amount that would require stock of any adjustment pursuant to Section 16.4;
(b) either of the Issuers shall authorize the granting class to the holders of its Equity Interests Common Stock or to make any other distribution to the holders of its Common Stock, (ii) offer to the holders of its Common Stock rights or warrants to subscribe for or to purchase any Equity Interests Convertible Securities or Additional Shares of Common Stock or shares of stock of any class or any other rights;
securities, rights or options, (ciii) of effect any reclassification of the Equity Interests of either of the Issuers its Common Stock (other than a reclassification involving only the subdivision or combination of its outstanding Equity Interestsshares of Common Stock), (iv) effect any capital reorganization or of recapitalization, (v) effect any consolidation consolidation, merger or merger to which either of the Issuers are a party and for which approval of any equityholders of either of the Issuers is requiredsale, transfer or of the sale or transfer other disposition of all or substantially all of its property, assets or business, or (vi) effect the assets of either of the Issuers; or
(d) of the voluntary or involuntary dissolutionliquidation, liquidation dissolution or winding up of either of the Issuers; Company, then in each such case, the appropriate Issuer Company shall cause give to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Holder, in accordance with Section 10.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the 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 specified13, a notice stating (x) 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 date as of which the holders of Equity Interests of record to be entitled to such dividend, distribution, rights or warrants are to be determinedrights, or (y) the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, dissolutiondisposition, liquidation liquidation, dissolution or winding up is expected to become effectivetake place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, as well as the record date for any vote on any such action 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 Warrant Preferred Shares and the number and kind of any other shares of stock which will constitute shares issuable upon exercise of this Warrant, and the purchase price or prices thereof, after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least twenty (20) days prior to the record date as of which it is expected that for determining holders of Equity Interests the Common Stock for purposes of record such action and, in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be entitled to exchange their Equity Interests for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyearlier.
Appears in 4 contracts
Samples: Warrant Agreement (Penn Treaty American Corp), Warrant Agreement (Penn Treaty American Corp), Warrant Agreement (Penn Treaty American Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 15.06. 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. Not less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which such determination is to be made, and briefly describing the Issuers for all or any portion of the Equity Interests import thereof. If at or about the time that the Trustee shall not be the conversion agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 4 contracts
Samples: Indenture (Neutron Marine Corp.), Indenture (Neutron Marine Corp.), Indenture (Intermagnetics General Corp)
Notice of Certain Corporate Action. (1) In case:
(a) either of the Issuers shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests shares of common stock of rights or warrants entitling them to subscribe for or purchase any Equity Interests shares of Capital Stock of any class or of any other rights;; or
(cb) of any reclassification of the Equity Interests shares of either common stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(dc) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2, 2.03 and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests shares 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests shares of common stock of record shall be entitled to exchange their Equity Interests shares of common stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers Such notice shall also state whether such transaction will result in any adjustment in the conversion price applicable to the Securities and, if so, shall state what the adjusted conversion price will be and when it will become effective. Neither the failure to give the notice required by this Section, nor any defect therein, to any particular Holder shall affect the sufficiency of the notice or the legality or validity of any such dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up, or the vote on any action authorizing such with respect to the other holders.
(2) In case the Company or any Affiliate of the Company shall propose with respect to the Company to engage in a "Rule 13e-3 Transaction" as defined in the SEC's Rule 13e-3 under the Securities Exchange Act of 1934, as amended, 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 SEC or any other person pursuant to such Rule 13e-3, 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 mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, notice a copy of all information required to be given to the SEC 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 tender offer other information required to be given by either the Company pursuant to this Section 11.06 or any other provision of the Issuers Securities or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallythis Indenture.
Appears in 4 contracts
Samples: Indenture (Sizeler Property Investors Inc), Indenture (Sizeler Property Investors Inc), Indenture (Sizeler Property Investors Inc)
Notice of Certain Corporate Action. In case:: ----------------------------------
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;, including grants given under the Company Stock Option Plan; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose offices of conversion of Securities pursuant to Section 10.2the Company, and shall cause to be mailed to all Holders the Holder at their its last addresses address as they it shall appear in the Security Register or as otherwise allowed by Section 1.6Note Register, at least 20 twenty (20) days (or ten (10) days in any case specified in clause paragraph 9.7 (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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to be filed at each office affect the legality 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 either validity of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyproceedings described in paragraphs 9.7 (a) through (d).
Appears in 3 contracts
Samples: National Marketing and Distribution Agreement (Retractable Technologies Inc), National Marketing and Distribution Agreement (Retractable Technologies Inc), National Marketing and Distribution Agreement (Retractable Technologies Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.29.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, 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 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 3 contracts
Samples: Indenture (Icos Corp / De), Indenture (Esterline Technologies Corp), Indenture (At&t Wireless Services Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;cash; or
(b2) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (other than pursuant to a rights agreement referenced in Section 14.04(11)); or
(c3) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to be filed at each office affect the legality 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 either validity of the Issuers or any subsidiary proceedings described in clauses (1) through (4) of the Issuers for all or any portion of the Equity Interests this Section 14.06. If at or about the time that the Trustee shall not be the Conversion Agent, a copy of such notice of tender offer is provided shall also forthwith be delivered by the Company to the public generallyTrustee.
Appears in 3 contracts
Samples: Indenture (BMP Sunstone CORP), Indenture (BMP Sunstone CORP), Indenture (BMP Sunstone CORP)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b2) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of Capital Stock or of any other rights;; or
(c3) (a) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or (b) of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or (c) of any tender offer by the Company or any Subsidiary for all or any portion of the Common Stock, or (d) of the conveyance, transfer, sale or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Company, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6, at least 20 days ten (or ten days in any case specified in clause (a10) or (b) above) Business Days prior to the applicable record record, expiration or effective date hereinafter specified, shall give to each holder of Debentures 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 Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights 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, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 3 contracts
Samples: Debenture Purchase Agreement (British Aerospace Holdings Inc), Debenture Purchase Agreement (Orion Newco Services Inc), Debenture Purchase Agreement (Orion Newco Services Inc)
Notice of Certain Corporate Action. In case:
(aA) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(bB) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(cC) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(dD) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Securities, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 15.06. 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. Not less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Securities, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which the Issuers for all or any portion of such determination is to be made, and briefly describing the Equity Interests import thereof. If at or about the time that the Trustee shall not be the conversion agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 3 contracts
Samples: Subordinated Securities Agreement (Aqua America Inc), Subordinated Securities Agreement (Aqua America Inc), Subordinated Securities Agreement (Aqua America Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Shares payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Shares of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Shares of the Issuers Company (other than a subdivision or combination of its outstanding Equity InterestsCommon Shares), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests Common Shares 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Shares of record shall be entitled to exchange their Equity Interests Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 14.06. 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. Not less than seven days prior to any date fixed for the determination of shareholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which the Issuers for all or any portion of such determination is to be made, and briefly describing the Equity Interests import thereof. If at or about the time that the Trustee shall not be the conversion agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 3 contracts
Samples: Indenture (Primus Guaranty LTD), Indenture (Primus Guaranty LTD), Indenture (Primus Guaranty LTD)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose offices of conversion of Securities pursuant to Section 10.2the Company, and shall cause to be mailed to all Holders the Holder at their its last addresses as they it shall appear in the Security Register or as otherwise allowed by Section 1.6Note Register, at least 20 twenty (20) days (or ten (10) days in any case specified in clause (a) or (b) aboveof this Section 3.6) 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to be filed at each office affect the legality 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 either validity of the Issuers or any subsidiary proceedings described in clauses (a) through (d) of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallythis Section 3.6.
Appears in 3 contracts
Samples: Credit Agreement (Micro Therapeutics Inc), Credit Agreement (Micro Therapeutics Inc), Credit Agreement (Abbott Laboratories)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests the Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any conversion price adjustment pursuant to paragraph (e) of Section 16.4;13.04; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests the Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;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
(c) of any reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its the outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Issuersoutstanding shares of Common Stock (or shall amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 21 days (or ten 11 days in any case specified in clause (a), (b) or (be) above) prior to the applicable record record, effective or effective expiration date hereinafter specified, a notice stating (xi) the date on which a record is to be taken for the purpose of such dividend, distribution, distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to who will be entitled to such dividend, distribution, rights or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon on such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (iii) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 13.06.
Appears in 3 contracts
Samples: Indenture (American Residential Services Inc), Indenture (Innovative Valve Technologies Inc), Indenture (Pentegra Dental Group Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;cash; or
(b2) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (other than pursuant to a rights agreement referenced in Section 14.04(11)); or
(c3) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to affect the legality or validity of the proceedings described in clauses (1) through (4) of this Section 14.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be filed at each office or agency maintained for by the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance Company with Section 1.6, notice of any tender offer by either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyTrustee.
Appears in 3 contracts
Samples: Indenture (Susquehanna Bancshares Inc), Indenture (Susquehanna Capital IV), Indenture Agreement (Susquehanna Bancshares Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i) otherwise than exclusively exclusively, in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;1304; or
(b) either of the Issuers shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(dc) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(d) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common stock (or shall amend any such tender offer); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities Bonds pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Bond Register, at least 20 ten (10) 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 stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, rights dividend or warrants, distribution or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights dividend or warrants distribution are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 3 contracts
Samples: Indenture (Ilx Inc/Az/), Indenture (Ilx Inc/Az/), Indenture (Ilx Inc/Az/)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any a conversion price adjustment pursuant to paragraph (e) of Section 16.4;1304; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (excluding shares of capital stock or option for capital stock issued pursuant to a benefit plan for employees, officers or directors of the Company); or
(c) of any reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its the outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Issuersoutstanding shares of Common Stock (or shall amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 21 days (or ten 11 days in any case specified in clause (a), (b) or (be) 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, distribution, distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to who will 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) through (e) of this Section 1306.
Appears in 3 contracts
Samples: Indenture (PHP Healthcare Corp), Indenture (Hilb Rogal & Hamilton Co /Va/), Indenture (Speedway Motorsports Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount Common Stock such that would require any adjustment to the conversion price would be required pursuant to Section 16.4this Indenture;
(b2) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;
(c3) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6106, at least 20 10 days (or ten five days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be provided to all Holders in accordance with Section 1.6106, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Company for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Samples: Indenture (Pinnacle West Capital Corp), Indenture (Pinnacle West Capital Corp)
Notice of Certain Corporate Action. In casecase at any time after 20 Business Days preceding the Initial Conversion Date:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their respective last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Samples: Indenture (Associated Banc-Corp), Indenture (Associated Banc-Corp)
Notice of Certain Corporate Action. In case:: ----------------------------------
(aA) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Shares, other than cash dividends payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;from current earnings; or
(bB) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests of (i) rights or warrants to subscribe for or purchase any Equity Interests Shares of any class, or of (ii) any other rights;; or
(cC) of any reclassification of the Equity Interests of either Shares of the Issuers Company (other than a subdivision or combination of its outstanding Equity InterestsShares), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(dD) of the voluntary or involuntary dissolution, liquidation or winding winding-up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for in the purpose minute book of conversion of Securities pursuant to Section 10.2, the Company and shall cause to be mailed to all the Holders of the 2003 Convertible Notes at their the Holders' last addresses as they shall appear appearing in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 30 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 stating (xi) 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 date as of which the holders of Equity Interests Shares of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Shares of record shall be entitled to exchange their Equity Interests Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Samples: First Supplemental Indenture (Security Capital U S Realty), First Supplemental Indenture (Security Capital U S Realty)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or take any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount action that would require any a Conversion Price adjustment pursuant to Section 16.4;1704 or Section 1711; or
(b2) either of the Issuers there shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either of the Issuers is requiredparty, or of the sale sale, transfer or transfer lease of all or substantially all of the assets of either the Company and for which approval of any stockholders of the IssuersCompany is required; oror 95 103
(d3) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company, then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 10 days (or ten days in any case specified in clause (a) or (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 any dividend, distributiondistribution or granting of rights, rights warrants or warrantsoptions, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and and, if applicable, the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Samples: Indenture (Trinet Corporate Realty Trust Inc), Indenture (Bay Apartment Communities Inc)
Notice of Certain Corporate Action. (A) In case:the event that any of the following shall occur, the holders of all Class C Preferred Stock shall have the right to receive notice as provided in this Section 9.
(ai) either of the Issuers Corporation shall declare a dividend (or any other distribution) on its Equity Interests common stock payable (i) otherwise than exclusively in cash or cash;
(ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;
(b) either of the Issuers Corporation shall authorize the granting to the holders of its Equity Interests of rights or warrants common stock, the right to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;
(ciii) of any capital reorganization or any reclassification of the Equity Interests of either common stock of the Issuers Corporation (other than a subdivision or combination of its outstanding Equity Interestsshares of common stock), or of any consolidation or merger to which either of the Issuers are Corporation is a party and for which approval of any equityholders of either stockholders of the Issuers Corporation is required, or of the any sale or transfer of all or substantially all of the assets of either of the IssuersCorporation; or
(div) of the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; then Corporation.
(B) In the appropriate Issuer event notice must be given, the Corporation shall cause the same to be filed at each office or agency maintained for delivered to the purpose holders of conversion of Securities pursuant to Section 10.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6, at Class C Preferred Stock a least 20 days (or ten 10 days in any case specified in clause (ai) or (bii) 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 distribution or warrantsrights, or, if a record is not to be taken, the date as of which the holders holder of Equity Interests common stock of record to be entitled to such dividend, distribution, distribution or rights or warrants are is to be determined, or (y) the date on which such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests common stock of record shall be entitled to exchange their Equity Interests shares of common stock for securities, cash securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Samples: Stock Exchange Agreement (NewMarket Technology Inc), Stock Exchange Agreement (Defense Technology Systems, Inc.)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;cash; or
(b) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (other than pursuant to a rights agreement referenced in Section 14.04(11)); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a written 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 14.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such written notice shall also forthwith be filed at each office or agency maintained for by the purpose of conversion of Securities pursuant Company with the Trustee. The Trustee and the Conversion Agent shall be entitled to Section 10.2, conclusively rely upon the Company’s instruction in connection with effecting any such exchange and shall cause have no liability for such exchange. Neither the Trustee nor the Conversion Agent shall have any obligation to be provided to all independently determine or verify if any of the proceedings described in clauses (a) through (d) above has occurred or notify the Holders in accordance with Section 1.6, notice of any tender offer by either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyproceedings.
Appears in 2 contracts
Samples: Indenture (Church & Dwight Co Inc /De/), Indenture (Church & Dwight Co Inc /De/)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b2) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 13.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be delivered by the Company to the Trustee. Not less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which the Issuers for all or any portion of such determination is to be made, and briefly describing the Equity Interests import thereof. If at or about the time that the Trustee shall not be the Conversion Agent, a copy of such notice of tender offer is provided shall also forthwith be delivered by the Company to the public generallyTrustee.
Appears in 2 contracts
Samples: Indenture (Jefferies Group Inc /De/), Indenture (Jefferies Group Inc /De/)
Notice of Certain Corporate Action. (A) In case:the event that any of the following shall occur, the holders of all Class D Preferred Stock shall have the right to receive notice as provided in this Section 8.
(ai) either of the Issuers Corporation shall declare a dividend (or any other distribution) on its Equity Interests common stock payable (i) otherwise than exclusively in cash or cash;
(ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;
(b) either of the Issuers Corporation shall authorize the granting to the holders of its Equity Interests of rights or warrants common stock, the right to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;
(ciii) of any capital reorganization or any reclassification of the Equity Interests of either common stock of the Issuers Corporation (other than a subdivision or combination of its outstanding Equity Interestsshares of common stock), or of any consolidation or merger to which either of the Issuers are Corporation is a party and for which approval of any equityholders of either stockholders of the Issuers Corporation is required, or of the any sale or transfer of all or substantially all of the assets of either of the IssuersCorporation; or
(div) of the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; then Corporation.
(B) In the appropriate Issuer event notice must be given, the Corporation shall cause the same to be filed at each office or agency maintained for delivered to the purpose holders of conversion of Securities pursuant to Section 10.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6, at Class D Preferred Stock a least 20 days (or ten 10 days in any case specified in clause (ai) or (bii) 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 distribution or warrantsrights, or, if a record is not to be taken, the date as of which the holders holder of Equity Interests common stock of record to be entitled to such dividend, distribution, distribution or rights or warrants are is to be determined, or (y) the date on which such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests common stock of record shall be entitled to exchange their Equity Interests shares of common stock for securities, cash securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Defense Technology Systems, Inc.), Stock Exchange Agreement (NewMarket Technology Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a stock dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash Common Stock or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;a subdivision or combination of the outstanding shares of Common Stock; or
(b) either of the Issuers shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of any reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its the outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(dc) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(d) the Company shall commence a tender offer for all or a portion of the Issuersoutstanding shares of Common Stock (or shall amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for delivered to the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Holder, at least 20 days (or ten days in any case specified in clause (a) or (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 stock dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to who will be entitled to such dividend, distribution, rights or warrants dividend are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up reclassification is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (a) or (b) of this Section 7.6.
Appears in 2 contracts
Samples: Note Purchase Agreement (Dendreon Corp), Note Purchase Agreement (Dendreon Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Corporation shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;cash; or
(b) either of the Issuers Corporation shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Corporation (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Corporation is a party and for which approval of any equityholders of either stockholders of the Issuers Corporation is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCorporation; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCorporation; then the appropriate Issuer Corporation shall cause to be filed at each office or agency maintained for with the purpose of conversion of Securities pursuant to Section 10.2, Equity Contract Agent and shall cause to be mailed to all Holders Obligors at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6registered addresses, at least 20 days (or ten 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 or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and (iii) the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Samples: Equity Contract Agency Agreement (First Shares Bancorp Inc), Equity Contract Agency Agreement (First Shares Bancorp Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount Common Stock that would require any a Conversion Rate adjustment pursuant to Section 16.4;10.4(e); or
(b) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights rights, warrants or warrants options to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (excluding rights distributed pursuant to any stockholder rights plan); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding winding, up of either the Company; or
(e) the Company or any Subsidiary of the IssuersCompany 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 appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Notes, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6register, at least 20 days (or ten 10 days in any case specified in clause (a10.6(a) or (b10.6(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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Wilson Holdings, Inc.), Securities Purchase Agreement (Wilson Holdings, Inc.)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;9.04; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of Capital Stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed delivered to the Trustee and Conversion Agent at each office or agency maintained for the purpose of conversion of any Securities to which this Article 9 applies pursuant to Section 10.29.02, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.61.06, at least 20 twenty (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 stating (x1) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, determined or (y2) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, 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 9.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be delivered by the Company to the Trustee. The Issuers Company shall cause to be filed delivered to the Trustee and Conversion Agent at each office or agency maintained for the purpose of conversion of any Securities to which this Article 9 applies pursuant to Section 10.28.02, and shall cause to be provided to all Holders in accordance with Section 1.61.06, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Notice of Certain Corporate Action. In case:
: (a) either of the Issuers Company shall declare a dividend (or make any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount distribution that would require any adjustment pursuant to Section 16.4;
2.04 hereof; or (b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;
; or (c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of any action by the sale Company that would require a supplemental indenture pursuant to Section 2.05; or transfer of all or substantially all of the assets of either of the Issuers; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company, then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.22.03 hereof, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6register for the Notes, 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 (which notice shall also be sent by release to Reuters Economic Services and Bloomberg Business News) 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 date as of which the holders of Equity Interests 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, sale, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, conveyance, transfer, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 2.07. 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 Issuers Company shall cause to be filed at the Corporate Trust Office and each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.2305 of the Indenture, and shall cause to be provided to all Holders in accordance with Section 1.6106 of the Indenture, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 2 contracts
Samples: Third Supplemental Indenture (HCC Insurance Holdings Inc/De/), Third Supplemental Indenture (HCC Insurance Holdings Inc/De/)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 15.06. 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. Not less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which the Issuers for all or any portion of such determination is to be made, and briefly describing the Equity Interests import thereof. If at or about the time that the Trustee shall not be the conversion agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 2 contracts
Samples: Indenture (Jefferies Group LLC), Indenture (Jefferies Group Inc /De/)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of the retained earnings of the Company; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights (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
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either the stockholders of the Issuers Company is requiredrequired pursuant to applicable corporate law, or of the sale or transfer of all or substantially all of the assets of either of the Issuers; Company(; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6106, at least 20 days (or ten 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 (xy) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yz) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers If at the time the Trustee shall cause not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed at each office or agency maintained for by the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance Company with Section 1.6, notice of any tender offer by either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyTrustee.
Appears in 2 contracts
Samples: Indenture (Thermo Electron Corp), Indenture (Thermo Electron Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount Common Stock that would require any a Conversion Rate adjustment pursuant to Section 16.4;12.04(e); or
(b) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights rights, warrants or warrants options to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (excluding rights distributed pursuant to any stockholder rights plan); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary of the IssuersCompany 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 appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.29.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause (a12.06(a) or (b12.06(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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 1 contract
Samples: Indenture (Interliant Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;11.4; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.29.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (I2 Technologies Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b2) either of the Issuers shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(ca) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or (b) of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or (c) of the conveyance, transfer, sale or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d3) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Company, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6, at least 20 ten (10) business days (or ten days in any case specified in clause (a) or (b) above) prior to the applicable record record, expiration or effective date hereinafter specified, shall give to each holder of Series A Preferred Shares 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 Equity Interests 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, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Imclone Systems Inc/De)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Securities, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 15.06. 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. Not less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Securities, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which the Issuers for all or any portion of such determination is to be made, and briefly describing the Equity Interests import thereof. If at or about the time that the Trustee shall not be the conversion agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 1 contract
Samples: Subordinated Securities Agreement (Aqua America Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer 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 mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests 91 shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, 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 (1) through (4) of this Section 12.6. 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 Issuers 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 tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (Reliant Resources Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i1) otherwise than exclusively in cash or (ii2) exclusively in cash in an amount that would require any an adjustment pursuant to Section 16.4;1405; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the conveyance, transfer, sale or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities of any series pursuant to Section 10.21002, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6106, at least 20 twenty (20) days (or ten (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 rights, options or warrants, or, if a record is not to be taken, the effective date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers shall cause Neither the failure 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that give such notice of tender offer is provided or the notice referred to in the public generally.following
Appears in 1 contract
Samples: Indenture (King Pharmaceuticals Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose offices of conversion of Securities pursuant to Section 10.2the Company, and shall cause to be mailed to all Holders the Holder at their its last addresses as they it shall appear in the Security Register or as otherwise allowed by Section 1.6Note Register, at least 20 twenty (20) days (or ten (10) days in any case specified in clause (a) or (b) aboveof this Section 12.6) 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to be filed at each office affect the legality 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 either validity of the Issuers or any subsidiary proceedings described in clauses (a) through (d) of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallythis Section 12.6.
Appears in 1 contract
Samples: Convertible Subordinated Note Agreement (Micro Therapeutics Inc)
Notice of Certain Corporate Action. In casecase at any time after the date hereof:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i) otherwise than exclusively in cash out of its capital surplus or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;the consolidated retained earnings of the Company and its Subsidiaries; or
(b2) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of there shall occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale conveyance, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities securities pursuant to Section 10.29.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.61.5, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (yB) the date on which such reclassification, consolidation, merger, saleconveyance, transfer, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, saleconveyance, transfer, lease, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount Common Stock that would require any a Conversion Rate adjustment pursuant to Section 16.4;12.04(e); or
(b) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights rights, warrants or warrants options to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (excluding rights distributed pursuant to any stockholder rights plan); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is 77 required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding winding, up of either the Company; or
(e) the Company or any Subsidiary of the IssuersCompany 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 appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.29.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause (a12.06(a) or (b12.06(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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 1 contract
Samples: Indenture (Earthweb Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (excluding stock-based employee compensation plans); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common Stock (or shall amend any such tender offer); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Note Register, at least 20 days (or ten 10 days in any case specified in clause (a), (b) or (be) 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 rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests 71 shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (iii) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 1 contract
Samples: Indenture (Signature Resorts Inc)
Notice of Certain Corporate Action. In casethe event:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;cash; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, warrants or warrants options to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of (1) any reclassification of the Equity Interests of either Common Stock of the Issuers Company, (other than a subdivision or combination of its outstanding Equity Interests), or of 2) any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of (3) the sale or transfer other disposition of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; o r
(e) the Company or any Subsidiary of the IssuersCompany 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 then, the appropriate 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 Company shall cause to be mailed to all Holders at their last addresses as they shall appear the Conversion Agent and to be published in the Security Register or as otherwise allowed by manner provided under Section 1.6, at least 20 days (or ten days in any case specified in clause (a) or (b) above) prior 16.5 hereof within 10 Business Days after the date on which notice is sent to the applicable record or effective date hereinafter specifiedholders of the Company's Common Stock, a notice stating (xi) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, warrants or warrants options are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfersale or other disposition, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfersale or other disposition, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (iii) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 1 contract
Samples: Indenture (KFX Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer 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 mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.,
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 1306. If at the time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed at each office or agency maintained for by the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance Company with Section 1.6, notice of any tender offer by either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyTrustee.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(ai) either of the Issuers Parent shall declare a dividend (or any other distribution) on its Equity Interests common stock payable (i) otherwise than exclusively in cash or cash; or
(ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;
(b) either of the Issuers Parent shall authorize the granting to the holders of its Equity Interests common stock of rights rights, options or warrants to subscribe for or purchase shares of capital stock of any Equity Interests class or of any other rights;; or
(ciii) of any reclassification of the Equity Interests of either of the Issuers common stock (other than a subdivision or combination change in par value) of its outstanding Equity Interests)the Parent, or of any consolidation consolidation, merger (other than a merger which does not result in any reclassification, conversion, exchange or merger cancellation of outstanding shares of common stock) or share exchange to which either of the Issuers are Parent is a party and for which approval of any equityholders of either shareholders of the Issuers Parent is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersParent; or
(div) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersParent; then the appropriate Issuer Parent shall cause deliver to be filed at you and each office or agency maintained for other holder of the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6, Notes at least 20 days (or ten 10 days in any case specified in clause (ai) or (bii) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, reclassification consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests common stock of record shall be entitled to exchange their Equity Interests shares of common stock for securitiesSecurities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall cause to be filed at each office affect the legality 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 either validity of the Issuers or any subsidiary proceedings described in clauses (i) through (iv) of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallythis Section 7.4(f).
Appears in 1 contract
Samples: Note Purchase Agreement (Divine Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on any class of its Equity Interests 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 16.4;cash; or
(b) either of the Issuers Company shall authorize the granting to the all holders of any class of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of Capital Stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests any class of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear holders in the Security Register or as otherwise allowed by accordance with Section 1.6106, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers If at the time the Trustee shall cause not be the conversion agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed at each office or agency maintained for by the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance Company with Section 1.6, notice of any tender offer by either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyTrustee.
Appears in 1 contract
Samples: Indenture (Philip Services Corp/De)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount Common Stock that would require any a conversion price adjustment pursuant to paragraph (5) of Section 16.4;13.04; or
(b) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights rights, warrants or warrants options to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (excluding rights distributed pursuant to any shareholder rights plan); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval 82 76 of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding winding, up of either the Company; or
(e) the Company or any Subsidiary of the IssuersCompany 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 appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause (a) or (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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.,
Appears in 1 contract
Samples: First Supplemental Indenture (Jefferies Group Inc /De/)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) distribution on shares of its Equity Interests Common Stock payable (i) otherwise than exclusively in cash out of its consolidated earnings or (ii) exclusively retained earnings or in cash in an amount that would require any adjustment pursuant to Section 16.4;Common Stock; or
(b) either of the Issuers Company shall authorize the granting to all of the holders of shares of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class (or securities convertible into or exchangeable for shares of capital stock of any class) or of any other rights;rights or warrants; or
(c) of any reclassification or change of shares of Common Stock of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation or merger to which either of the Issuers are a party and for which approval of any equityholders of either of the Issuers is requiredCompany with one or more other corporations, or of the sale or transfer conveyance of all or substantially all of the assets of either property of the Issuers; orCompany;
(d) of the voluntary or involuntary dissolution, liquidation or winding winding-up of either the Company; or
(e) the Company or any subsidiary shall commence a tender offer for all or a portion of any class of the IssuersCompany's outstanding shares of Common Stock that would require an adjustment of the Conversion Price pursuant to Section 4.04; then the appropriate Issuer Company shall cause notice thereof to be filed at each mailed to the Trustee, to the office or agency maintained by the Company for the purpose of conversion of Securities pursuant Debentures and to Section 10.2each holder of Debentures, and shall cause to be mailed to all Holders at their last addresses as they shall appear in his address appearing on the Security Register or as otherwise allowed by Section 1.6registry books of the Company, at least 20 days (or ten 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 or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transferconveyance, dissolution, liquidation winding-up or winding up tender offer is expected to become effective, and the date as of which it is expected that the holders of Equity Interests of record shall be entitled to exchange their Equity Interests for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.of
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers shall cause Neither the failure 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that give such notice of tender offer is provided or the notice referred to the public generally.in the
Appears in 1 contract
Samples: Indenture (American Greetings Corp)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or take any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount action that would require any a Conversion Price adjustment pursuant to Section 16.4;1704 or Section 1711; or
(b2) either of the Issuers there shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either of the Issuers is requiredparty, or of the sale sale, transfer or transfer lease of all or substantially all of the assets of either the Company and for which approval of any stockholders of the IssuersCompany is required; or
(d3) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company, then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 10 days (or ten days in any case specified in clause (a) or (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 any dividend, distributiondistribution or granting of rights, rights warrants or warrantsoptions, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and 95 103 and, if applicable, the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or take any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount action that would require any a Conversion Price adjustment pursuant to Section 16.4;1704 or Section 1711; or
(b2) either of the Issuers there shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either of the Issuers is requiredparty, or of the sale sale, transfer or transfer lease of all or substantially all of the assets of either the Company and for which approval of any stockholders of the IssuersCompany is required; or
(d3) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company, then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all 97 105 Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 10 days (or ten days in any case specified in clause (a) or (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 any dividend, distributiondistribution or granting of rights, rights warrants or warrantsoptions, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and and, if applicable, the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or take any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount action that would require any a Conversion Price adjustment pursuant to Section 16.4;1704 or Section 1711; or
(b2) either of the Issuers there shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either of the Issuers is requiredparty, or of the sale sale, transfer 95 or transfer lease of all or substantially all of the assets of either the Company and for which approval of any stockholders of the IssuersCompany is required; or
(d3) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company, then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 10 days (or ten days in any case specified in clause (a) or (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 any dividend, distributiondistribution or granting of rights, rights warrants or warrantsoptions, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and and, if applicable, the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (Beacon Properties L P)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (ia) otherwise than exclusively in cash or (iib) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.414.4;
(b2) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of Capital Stock of any class or of any other rights;
(c3) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, lease, sale, transfer or transfer other disposition of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer 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 mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 betaken for the purpose of such dividend, distribution, rights rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, lease, sale, transfer, disposition, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, lease, sale, transfer, disposition, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (1) through (4) of this Section 14.6. 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 Issuers 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 tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:: -80-
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders Holders of its Equity Interests Common Stock generally of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the Issuerscompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common Stock (or shall amend any such tender offer); then the appropriate Issuer Company shall notify the Trustee and 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 mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders Holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders Holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securitiesSecurities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 1 contract
Notice of Certain Corporate Action. In casecase at any time after the date hereof:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i) otherwise than exclusively in cash out of its capital surplus or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;the consolidated retained earnings of the Company and its Subsidiaries; or
(b2) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of there shall occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale conveyance, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company. then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities securities pursuant to Section 10.29.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.61.5, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (yB) the date on which such reclassification, consolidation, merger, saleconveyance, transfer, lease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, saleconveyance, transfer, lease, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i) otherwise than exclusively in cash out of its consolidated earnings or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;retained earnings; or
(b) either of the Issuers Company shall authorize the granting to all the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (other than a dividend or distribution payable in cash out of the consolidated earnings or retained earnings of the Company); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are a party and for which approval of any equityholders of either of the Issuers is required, or of the sale or transfer of all or substantially all of the assets of either of the Issuers; or
(d) of the voluntary or involuntary dissolution, dissolution liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Debt Securities, and shall cause to be mailed to all the Holders at their last addresses of Debt Securities entitled to the conversion privilege as they shall appear in the Security Register or as otherwise allowed by Section 1.6herein provided, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 15.06. 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. Not less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which such determination is to be made, and briefly describing the Issuers for all or any portion of the Equity Interests import thereof. If at or about the time that the Trustee shall not be the Conversion Agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 1 contract
Samples: Indenture (Teucarrier (No. 3) Corp.)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;10.4; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.28.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 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 (x1) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, determined or (y2) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, 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 10.6. 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 Issuers Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.28.2, and shall cause to be provided to all Holders in accordance with Section 1.6, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests the 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 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests the Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.24.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 (xy) the date on which a record is to be taken for the purpose of such 66 dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (yz) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;9.04; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of Capital Stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed delivered to the Trustee and Conversion Agent at each office or agency maintained for the purpose of conversion of Securities of any series to which this Article 9 applies pursuant to Section 10.29.02, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.61.06, at least 20 twenty (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 stating (x1) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, determined or (y2) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, 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 9.06. If at the time the Trustee shall not be the Conversion Agent, a copy of such notice shall also forthwith be delivered by the Company to the Trustee. The Issuers Company shall cause to be filed delivered to the Trustee and Conversion Agent at each office or agency maintained for the purpose of conversion of Securities of any series to which this Article 9 applies pursuant to Section 10.28.02, and shall cause to be provided to all Holders in accordance with Section 1.61.06, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (Epicept Corp)
Notice of Certain Corporate Action. In case:: -----------------------------------
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed with the Trustee and at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Debentures, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Debenture Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers Failure to give the notice requested by this Section or any defect therein shall cause to be filed at each office not affect the legality 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 validity of any tender offer by either of dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or the Issuers or vote upon any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyaction.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 -77- 86 be taken for the purpose of such dividend, distribution, rights or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in Clauses (a) through (d) of this Section 1306. 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. Not less than seven days prior to the Distribution Date (as defined in Section 1304(d)), the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of stating the date on which the Distribution Date is to occur, and briefly describing the import thereof. Neither the failure to give such notice nor any tender offer by either defect therein shall affect the legality or validity of the Issuers or any subsidiary of proceedings described in the Issuers for all or any portion of the Equity Interests Rights Agreement (as defined in Section 1304(d)). If at or about the time that the Trustee shall not be the conversion agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 1 contract
Samples: Subordinated Debt Securities Indenture (Noble Affiliates Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;10.04; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.24.02, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.612.02, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be 60 entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, 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 (1) through (4) of this Section 10.06. 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. The Issuers Company shall cause to be filed at the Corporate Trust Office and each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.24.02, and shall cause to be provided to all Holders in accordance with Section 1.612.02, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Issuer shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its retained earnings; or
(b) either of the Issuers Issuer shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Issuer is a party and for which approval of any equityholders of either stockholders of the Issuers Issuer is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersIssuer; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersIssuer; then the appropriate Issuer shall cause to be filed with the Trustee and at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.23.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, 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 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers failure to give notice required by this Section or any defect therein shall cause to be filed at each office not affect the legality 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 validity of any tender offer by either of dividend, distribution, rights, warrants, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or the Issuers or vote on any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyaction.
Appears in 1 contract
Samples: Indenture (Murphy Oil Corp /De)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or 77
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common Stock (or shall amend any such tender offer); then the appropriate Issuer 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 mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (Analog Devices Inc)
Notice of Certain Corporate Action. In caseIf:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed with the Trustee and at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers failure to give notice required by this Section or any defect therein shall cause to be filed at each office not affect the legality 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 validity of any tender offer by either of dividend, distribution, rights, warrants, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or the Issuers or vote on any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyaction.
Appears in 1 contract
Samples: Indenture (Remington Oil & Gas Corp)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer 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 mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect therein shall cause to be filed at each office affect the legality 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 either validity of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.proceedings described in clauses (1) through
Appears in 1 contract
Samples: Indenture (Solectron Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of the consolidated retained earnings of the Company; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights (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
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either the stockholders of the Issuers Company is requiredrequired pursuant to applicable corporate law, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6106, at least 20 days (or ten 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 (xy) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yz) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be 91 entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers If at the time the Trustee shall cause not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed at each office or agency maintained for by the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance Company with Section 1.6, notice of any tender offer by either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyTrustee.
Appears in 1 contract
Samples: Indenture (Thermotrex Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount Common Stock that would require any a Conversion Rate adjustment pursuant to Section 16.4;12.04(e); or
(b) either of the Issuers Company shall authorize the granting to the all holders of its Equity Interests Common Stock of rights rights, warrants or warrants options to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (excluding rights distributed pursuant to any stockholder rights plan); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding winding, up of either the Company; or
(e) the Company or any Subsidiary of the IssuersCompany 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 appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.29.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause (a12.06(a) or (b12.06(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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests the Common Shares payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Shares of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either of the Issuers Common Shares (other than a subdivision or combination of its outstanding Equity InterestsCommon Shares), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.29.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 (xy) 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 date as of which the holders of Equity Interests Common Shares of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (yz) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Shares of record shall be entitled to exchange their Equity Interests Common Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (Robbins & Myers Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of the consolidated retained earnings of the Company; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights (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
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either the stockholders of the Issuers Company is requiredrequired pursuant to applicable corporate law, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany); or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed provided to all Holders at of Securities convertible pursuant to their last addresses as they shall appear terms in the Security Register or as otherwise allowed by accordance with Section 1.6106, at least 20 days (or ten 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 (xy) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yz) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers If at the time the Trustee shall cause not be the Conversion Agent, a copy of such notice and any notice referred to in the following paragraph shall also forthwith be filed at each office or agency maintained for by the purpose of conversion of Securities pursuant to Section 10.2, and shall cause to be provided to all Holders in accordance Company with Section 1.6, notice of any tender offer by either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyTrustee.
Appears in 1 contract
Samples: Indenture (Thermo Electron Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;cash; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock generally of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights or warrants; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the Issuers; orCompany;
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Issuersoutstanding shares of Common Stock (or shall amend any such tender offer to change the maximum number of shares being sought or the amount or type of consideration being offered therefor); then then, the appropriate Issuer Company shall cause to be filed at each office or agency maintained for with the purpose of conversion of Securities pursuant to Section 10.2, Trustee and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or Debenture Register, as otherwise allowed by Section 1.6promptly as possible, but at least 20 15 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 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to be filed at each office affect the legality 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 either validity of the Issuers or any subsidiary proceedings described in clauses (a) through (e) of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallythis Section 13.6.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer 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 mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.to
Appears in 1 contract
Samples: Indenture (Epix Medical Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or take any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount action that would require any a Conversion Price adjustment pursuant to Section 16.4;1704 or Section 1711; or
(b2) either of the Issuers there shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either of the Issuers is requiredparty, or of the sale sale, transfer or transfer lease of all or substantially all of the assets of either the Company and for which approval of any stockholders of the IssuersCompany is required; or
(d3) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company, then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant 92 to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 10 days (or ten days in any case specified in clause (a) or (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 any dividend, distributiondistribution or granting of rights, rights warrants or warrantsoptions, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and and, if applicable, the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(ai) either of the Issuers Parent shall declare a dividend (or any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or Common Stock; or
(ii) exclusively in cash in an amount that would require any adjustment pursuant to Section 16.4;
(b) either of the Issuers Parent shall authorize the granting to all or substantially all of the holders of its Equity Interests of rights Common Stock of, or otherwise authorize the issuance to any other Person, rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(ciii) the Parent shall subdivide the outstanding shares of Common Stock into a greater number of shares; or
(iv) the Parent shall distribute, by dividend or otherwise, to all or substantially all of the holders of Common Stock evidences of its indebtedness, shares of any class of capital stock or other property (including, without limitation, cash, assets or securities), subject to the exceptions set forth on Section 6.3(c)(iv); or
(v) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Parent is a party and for which approval of any equityholders of either stockholders of the Issuers Parent is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersParent; or
(dvi) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersParent; then the appropriate Issuer Parent 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 mailed provide to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Holders, at least 20 twenty (20) days (or ten (10) days in any case specified in clause (ai) or (bii) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the next sentence nor any defect therein shall affect the legality or validity of the proceedings described in clauses (i) through (vi) of this Section 6.3(e). The Issuers Parent 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 provide to all Holders in accordance with Section 1.6, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers its Subsidiaries for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Investment Agreement (Acterna Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;1204; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common Stock (or shall amend any such tender offer); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (z) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto). Neither the failure to give such notice nor any defect herein shall affect the legality or validity of the proceedings described in clauses (a) through (e) of this Section 1206.
Appears in 1 contract
Samples: Indenture (Dimon Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any an adjustment pursuant to Section 16.4;13.4; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the conveyance, transfer, sale or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.211.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 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 Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, 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 13.6. 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 Issuers Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.211.2, and shall cause to be provided to all Holders in accordance with Section 1.6, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (MRV Communications Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or take any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount action that would require any a Conversion Price adjustment pursuant to Section 16.4;1704 or Section 1711; or
(b2) either of the Issuers there shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either of the Issuers is requiredparty, or of the sale sale, transfer or transfer lease of all or substantially all of the assets of either the Company and for which approval of any stockholders of the IssuersCompany is required; or
(d3) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company, then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders 105 at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 10 days (or ten days in any case specified in clause (a) or (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 any dividend, distributiondistribution or granting of rights, rights warrants or warrantsoptions, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and and, if applicable, the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (Wyman Gordon Co)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;rights (excluding stock-based employee compensation plans); or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common Stock (or shall amend any such tender offer); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Note Register, at least 20 days (or ten 10 days in any case specified in clause (a), (b) or (be) 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 rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers shall cause to be filed at each office , or agency maintained for (iii) 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 date on which such tender offer by either of commenced, the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that date on which such notice of tender offer is provided scheduled to expire unless extended, the public generallyconsideration offered and the other material terms thereof (or the material terms of any amendment thereto).
Appears in 1 contract
Samples: Indenture (Signature Resorts Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or take any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount action that would require any a Conversion Price adjustment pursuant to Section 16.4;1704 or Section 1711; or
(b2) either of the Issuers there shall authorize the granting to the holders of its Equity Interests of rights or warrants to subscribe for or purchase any Equity Interests or of any other rights;
(c) of occur any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either of the Issuers is requiredparty, or of the sale sale, transfer or transfer lease of all or substantially all of the assets of either the Company and for which approval of any stockholders of the IssuersCompany is required; or
(d3) of there shall occur the voluntary or involuntary dissolution, liquidation or winding up of either of the Issuers; Company, then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 10 days (or ten days in any case specified in clause (a) or (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 any dividend, distributiondistribution or granting of rights, rights warrants or warrantsoptions, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and and, if applicable, the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i1) otherwise than exclusively in cash or (ii2) exclusively in cash in an amount that would require any an adjustment pursuant to Section 16.4;1504; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the conveyance, transfer, sale or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities of any series pursuant to Section 10.21002, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6106, at least 20 twenty (20) days (or ten (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 rights, options or warrants, or, if a record is not to be taken, the effective date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, 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 1506. 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 Issuers Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities of any series pursuant to Section 10.21002, and shall cause to be provided to all Holders in accordance with Section 1.6106, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (Infocure Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests the 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 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests the Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 (xy) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (yz) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose offices of conversion of Securities pursuant to Section 10.2the Company, and shall cause to be mailed to all Holders the Holder at their its last addresses as they it shall appear in the Security Register or as otherwise allowed by Section 1.6Note Register, at least 20 twenty (20) days (or ten (10) days in any case specified in clause (a) or (b) aboveof this Section 11.6) 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall cause to be filed at each office affect the legality 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 either validity of the Issuers or any subsidiary proceedings described in clauses (a) through (d) of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallythis Section11.6.
Appears in 1 contract
Samples: Convertible Subordinated Note Agreement (Abbott Laboratories)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer 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 mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.,
Appears in 1 contract
Samples: Indenture (Critical Path Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any an adjustment pursuant to Section 16.4;13.4; or
(b2) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either shareholders of the Issuers Company is required, or of the conveyance, transfer, sale or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.211.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers shall cause Neither the failure 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that give such notice of tender offer is provided or the notice referred to the public generally.in
Appears in 1 contract
Samples: Indenture (Genesco Inc)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.04; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.61.06, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, 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 (1) through (4) of this Section 12.06. 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. The Issuers 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 10.210.02, and shall cause to be provided to all Holders in accordance with Section 1.61.06, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or take any other distribution) on its Equity Interests payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that action which would require any an adjustment in the Conversion Price pursuant to Section 16.4;Sections 5.04(b), 5.04(c) or 5.04(d); or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of stock of any class or of any other rights;; or
(c) of there shall be any capital reorganization or reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its the outstanding Equity InterestsCommon Stock and other than a change in the par value of the Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party or any statutory exchange of securities with another corporation and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the any sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for with the purpose of conversion of Securities pursuant to Section 10.2Trustee and any Conversion Agent, and shall cause to be mailed given to all Holders at their last addresses as they shall appear the Securityholders, in the Security Register or as otherwise allowed by manner provided in Section 1.615.03, at least 20 fifteen (15) 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 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, distribution or rights or warrants are is to be determined, or (yii) the date on which such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding winding-up. The Issuers Failure to give such notice or any defect therein shall cause to be filed at each office not affect the legality 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 either validity of the Issuers proceedings described in subsection (a), (b), (c) or any subsidiary (d) of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallythis Section 5.06.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;1304; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger, or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common Stock (or shall amend any such tender offer); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6106, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. Neither the failure to give such notice or the notice referred to in the following paragraph nor any defect in such notice shall affect the legality or validity of the proceedings clauses (a) through (e) of this Section 1306. 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 Issuers 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 10.21002, and shall cause to be provided to all Holders in accordance with Section 1.6, 106 notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (National Data Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or -171- 183
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common Stock (or shall amend any such tender offer); then the appropriate 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 mailed to all Holders at their last addresses as they shall appear in the 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 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests of record shall be entitled to exchange their Equity Interests for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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, at least 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, a notice stating (x) the date on which a record is to be taken for the purpose of any such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, (y) the date on which the right to make tenders under such tender offer by either expires or (z) 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 the Issuers 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 any subsidiary of the Issuers for all other property deliverable upon such reclassification, consolidation, merger, share exchange, conveyance, transfer, sale, lease, dissolution, liquidation or any portion of the Equity Interests winding up. If at or about the time that the Trustee shall not be -172- 184 cpnversion agent, a copy of such notice of tender offer is provided and any notice referred to in the public generallyfollowing paragraph shall also forthwith be filed by the Company with the Trustee.
Appears in 1 contract
Samples: Indenture (Staples Inc)
Notice of Certain Corporate Action. In caseIf:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either of the Issuers Common Stock (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed with the Trustee and at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.21002, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (y) the 1505,1506 107 99 date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers failure to give notice required by this Section or any defect therein shall cause to be filed at each office not affect the legality 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 validity of any tender offer by either of dividend, distribution, rights, warrants, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or the Issuers or vote on any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyaction.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 13.06. 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. Not less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.210.02, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which such determination is to be made, and briefly describing the Issuers for all or any portion of the Equity Interests import thereof. If at or about the time that the Trustee shall not be the Conversion Agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 1 contract
Samples: Indenture (Payton Shipping Corp.)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its retained earnings; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests), Company or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose purposes of conversion of Securities Debentures pursuant to Section 10.216, and shall cause to be mailed to all Holders holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Debenture Register, at least 20 days (or ten 10 days in any case specified in clause (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice describing such event in reasonable detail and 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Purchase Agreement (Benesse Corp)
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer 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 mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.their
Appears in 1 contract
Samples: Indenture (Oni Systems Corp)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;10.4; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Company, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.28.2, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 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 (x1) 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, determined or (y2) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers shall cause Neither the failure 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that give such notice of tender offer is provided or the notice referred to in the public generally.following paragraph nor any
Appears in 1 contract
Samples: Indenture (Cell Therapeutics Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either the Company; or
(e) the Company or any Subsidiary shall commence a tender offer for all or a portion of the IssuersCompany's outstanding shares of Common Stock (or shall amend any such tender offer); then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.2, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Note Register, at least 20 days (or ten 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 rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (yii) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Samples: Indenture (Signature Resorts Inc)
Notice of Certain Corporate Action. In case:
(aA) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(bB) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(cC) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(dD) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Securities, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 10 days in any case specified in clause (aA) or (bB) 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. The Issuers Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (A) through (D) of this Section 15.06. 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. Not less than seven days prior to any date fixed for the determination of stockholders entitled to receive such distribution, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Securities, and shall cause to be provided mailed to all Holders at their last addresses as they shall appear in accordance with Section 1.6the Security Register, a notice of any tender offer by either of stating the Issuers or any subsidiary of date on which the Issuers for all or any portion of such determination is to be made, and briefly describing the Equity Interests import thereof. If at or about the time that the Trustee shall not be the conversion agent, a copy of such notice of tender offer is provided to shall also forthwith be filed by the public generallyCompany with the Trustee.
Appears in 1 contract
Samples: Indenture (Aqua America Inc)
Notice of Certain Corporate Action. In casecase at any time after the date hereof:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests Common Stock payable (i) otherwise than exclusively in cash or (ii) exclusively in cash in an amount that would require any an adjustment of the Conversion Price pursuant to Section 16.4;4.05 hereof or (ii) otherwise than exclusively in cash; or
(b) either of the Issuers Company shall authorize the granting to the all or substantially all holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of Capital Stock of any class or of any other rights;; or
(c) of the Company shall effect any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) the occurrence of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities 2008 Debentures pursuant to Section 10.21002 of the Indenture, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests Common Stock of record to be entitled to such dividend, distribution, rights rights, options or warrants are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. Neither the failure to give such notice nor any defect therein shall affect the legality or validity of the proceedings described in clauses (a) through (d) of this Section 4.07. 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 Issuers Company shall cause to be filed at the Corporate Trust Office and each office or agency maintained for the purpose of conversion of Securities 2008 Debentures pursuant to Section 10.21002 of the Indenture, and shall cause to be provided to all Holders in accordance with Section 1.6Holders, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;12.4; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer 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 mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.6, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up. The Issuers 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 either of the Issuers or any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generally.or
Appears in 1 contract
Samples: Indenture (Bea Systems Inc)
Notice of Certain Corporate Action. In case:
(a) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;out of its earned surplus; or
(b) either of the Issuers Company shall authorize the granting to the holders of its Equity Interests Common Stock of rights or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c) of any reclassification of the Equity Interests of either Common Stock of the Issuers Company (other than a subdivision or combination of its outstanding Equity Interestsshares of Common Stock), or of any consolidation or merger to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale or transfer of all or substantially all of the assets of either of the IssuersCompany; or
(d) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed with the Trustee and at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.2Debentures, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by Section 1.6Debenture Register, at least 20 days (or ten 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 date as of which the holders of Equity Interests 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, sale, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. The Issuers Failure to give the notice requested by this Section or any defect therein shall cause to be filed at each office not affect the legality 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 validity of any tender offer by either of dividend, distribution, right, warrant, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up, or the Issuers or vote upon any subsidiary of the Issuers for all or any portion of the Equity Interests at or about the time that such notice of tender offer is provided to the public generallyaction.
Appears in 1 contract
Notice of Certain Corporate Action. In case:
(a1) either of the Issuers Company shall declare a dividend (or any other distribution) on its Equity Interests 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 16.4;10.04; or
(b2) either of the Issuers Company shall authorize the granting to all or substantially all of the holders of its Equity Interests Common Stock of rights rights, options or warrants to subscribe for or purchase any Equity Interests shares of capital stock of any class or of any other rights;; or
(c3) of any reclassification of the Equity Interests of either of the Issuers (other than a subdivision or combination of its outstanding Equity Interests)Common Stock, or of any consolidation consolidation, merger or merger share exchange to which either of the Issuers are Company is a party and for which approval of any equityholders of either stockholders of the Issuers Company is required, or of the sale conveyance, sale, transfer or transfer lease of all or substantially all of the assets of either of the IssuersCompany; or
(d4) of the voluntary or involuntary dissolution, liquidation or winding up of either of the IssuersCompany; then the appropriate Issuer Company shall cause to be filed at each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.24.02, and shall cause to be mailed provided to all Holders at their last addresses as they shall appear in the Security Register or as otherwise allowed by accordance with Section 1.612.02, at least 20 days (or ten 10 days in any case specified in clause (a1) or (b2) 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 date as of which the holders of Equity Interests 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, conveyance, transfer, sale, transferlease, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Equity Interests Common Stock of record shall be entitled to exchange their Equity Interests shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, conveyance, transfer, sale, transferlease, 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 (1) through (4) of this Section 10.06. 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. The Issuers Company shall cause to be filed at the Corporate Trust Office and each office or agency maintained for the purpose of conversion of Securities Notes pursuant to Section 10.24.02, and shall cause to be provided to all Holders in accordance with Section 1.612.02, notice of any tender offer by either of the Issuers Company or any subsidiary of the Issuers Subsidiary for all or any portion of the Equity Interests Common Stock at or about the time that such notice of tender offer is provided to the public generally.
Appears in 1 contract
