Common use of Notice of Certain Corporate Action Clause in Contracts

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock (or options or rights with respect thereto); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securities; (v) to effect any capital reorganization; (vi) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (vii) to effect the liquidation, dissolution or winding up of the Issuer, then, in each such case, the Issuer shall give to each holder of Warrants a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If In case the Issuer Company shall propose to (i) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; , (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares Convertible Securities or Additional Shares of Common Stock (or options shares of stock of any class or any other securities, rights with respect thereto); or options, (iii) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Common Stock; ), (iv) to otherwise issue effect any Common Stock capital reorganization or other securities; recapitalization, (v) to effect any capital reorganization; (vi) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viivi) to effect the liquidation, dissolution or winding up of the IssuerCompany, then, then in each such case, the Issuer Company shall give to each holder of Warrants Holder, in accordance with Section 13, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such stock dividend, distribution or rights offerrights, or the date on which such reclassification, issuancereorganization, reorganizationrecapitalization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take 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 StockStock 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 number of shares of Warrant Stock which will comprise a Stock Unit 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 20 twenty (20) days prior to the record date for determining holders of the Common Stock for purposes of such actionaction and, and in the case of any other such action, at least 20 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 the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock (or options or rights with respect thereto); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securities, excluding the issuance, conversion, exercise or exchange of Excluded Securities; (v) to effect any capital reorganization, excluding the issuance, conversion, exercise or exchange of Excluded Securities; (vi) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (vii) to effect the liquidation, dissolution or winding up of the Issuer, then, in each such case, the Issuer shall give to each holder Holder of Warrants a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights right offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock (or options or rights with respect thereto); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue effect any Common Stock or other securitiescapital reorganization; (v) to effect any capital reorganization; (vi) to effect any consolidation, consolidation or merger involving the Issuer or sale, transfer or other disposition of all or substantially all of its assets; or (viivi) to effect the liquidation, dissolution or winding up of the Issuer, then, in each such case, the Issuer shall give to each holder of Warrants a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date or anticipated date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date or anticipated date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit after giving effect to any adjustment which will be required as a result of such action, if any. Such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If In case the Issuer Company shall propose ---------------------------------- (ia) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; , or (iib) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (or options or rights with respect thereto); (iiic) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision, or combination, of outstanding shares of Common Stock; ), or (iv) to otherwise issue any Common Stock or other securities; (vd) to effect any capital reorganization; , or (vie) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viif) to effect the liquidation, dissolution or winding up of the IssuerCompany, then, then in each such casecase (but without limiting the provisions of Section 6), the Issuer Company shall give to each holder Holder of Warrants a Warrant, in accordance with Section 4, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offerof offer of rights, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 (ia) or (iib) above at least 20 ten (10) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 20 ten (10) calendar 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 the earlier. No such notice shall be given if (a) any stock of the Company shall have been registered under the Act and (b) the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or the disclosure of which would not be in the best interests of the Company.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock (or options or rights with respect thereto); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securities; (v) to effect any capital reorganization; (vi) to effect any consolidation, 10 merger or sale, transfer or other disposition of all or substantially all of its assets; or (vii) to effect the liquidation, dissolution or winding up of the Issuer, then, in each such case, the Issuer shall give to each holder of Warrants a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (ia) to pay any dividend payable in stock of any class to the holders of its Common Nonpreferred Stock or to make any other distribution to the holders of its Common Stock; Nonpreferred Stock (iiother than a cash dividend for which no adjustment is required under Section 4.2), or (b) to offer to the holders of its Common Nonpreferred Stock rights to subscribe for or to purchase any additional Additional Shares of Nonpreferred Stock or shares of Common Stock stock of any class or any other securities, rights or options, or (or options or rights with respect thereto); (iiic) to effect any reclassification of its Common Nonpreferred Stock (other than a reclassification involving only the subdivision, or combination, of outstanding shares of Nonpreferred Stock; ), or (iv) to otherwise issue any Common Stock or other securities; (vd) to effect any capital reorganization; , or (vie) to effect any consolidation, merger or merger, sale, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viif) to effect the liquidation, dissolution or winding up of the Issuer, then, then in each such case, the Issuer shall give deliver to each holder of Warrants a Warrant, in accordance with Section 16, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such stock dividend, distribution or rights offerrights, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Nonpreferred Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, Stock and the number and kind of any other shares of Warrant Stock stock which will comprise a Stock Unit Unit, 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 delivered in the case of any action covered by clause (ia) or (iib) above at least 20 ten (10) days prior to the record date for determining holders of the Common Nonpreferred Stock for purposes of such action, and in the case of any other such action, at least 20 thirty (30) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Nonpreferred Stock, whichever shall be the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock (or options or rights with respect thereto); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securities, excluding the issuance, conversion, exercise or exchange of Excluded Securities; (v) to effect any capital reorganization, excluding the issuance, conversion, exercise or exchange of Excluded Securities; (vi) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (vii) to effect the liquidation, dissolution or winding up of the Issuer, then, in each such case, the Issuer shall give cause to be filed with the Warrant Agent and shall cause to be given to each holder Holder of Warrants the Warrant Certificates at such Holder's address appearing on the Warrant register by first-class mail, postage prepaid a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights right offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given mailed in the case of any action covered by clause (i) or (ii) above at least 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If In case the Issuer Company shall propose (ia) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; Stock or (iib) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares Convertible Securities or Additional Shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (or options or rights with respect thereto); (iiic) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Common Stock; ), or (iv) to otherwise issue any Common Stock or other securities; (vd) to effect any capital reorganization; , or (vie) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viif) to effect the liquidation, dissolution or winding up of the IssuerCompany, then, then in each such case, the Issuer Company shall give to each holder of Warrants a Warrant in accordance with Section 16, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such stock dividend, distribution or rights offerrights, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take 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 number and kind of any other shares of stock which will constitute Warrant Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 (ia) or (iib) above at least 20 twenty (20) days prior to the record date for determining holders of the Common Stock for purposes of such actionaction and, and in the case of any other such action, at least 20 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 the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock (or options or rights with respect thereto); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securities; (v) to effect any capital reorganization; (vi) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (vii) to effect the liquidation, dissolution or winding up of the Issuer, then, in each such case, the Issuer shall give to each holder of Warrants a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 20 days prior to the record date for determining holders of the Common Stock for purposes of 13 such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock (or options or rights with respect thereto); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securitiesEquity Securities; (v) to effect any capital reorganization; (vi) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (vii) to Bechtel Warrant Agreement effect the liquidation, dissolution or winding up of the Issuer, then, in each such case, the Issuer shall give to each holder Holder of Warrants a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the all holders of its Common Stock rights to subscribe for or to purchase any additional shares of its Common Stock (or options or rights with respect thereto) (other than rights under the Rights Agreement); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securities; (v) to effect any capital reorganization; (viv) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (viivi) to effect the liquidation, dissolution or winding up of the Issuer; or (vii) to take any other action which would require an adjustment to the number of shares of Warrant Stock comprising a Stock Unit to be made in accordance with this Article V, then, in each such case, the Issuer shall give to Warrant Agreement each holder Holder of Warrants a notice of such proposed actionaction as soon as reasonably practicable prior to the date of the relevant transaction, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit after giving effect to any adjustment which will be required as a result of such action. Such notice The failure to give such notice, or any defect therein, shall be so given in not affect the case legality or validity of any action covered by clause (i) dividend, distribution, right, option, warrant, reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or (ii) above at least 20 days prior to winding up, or the record date for determining holders of the Common Stock for purposes of vote upon any such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If In case the Issuer Company shall propose (ia) to pay any dividend payable in stock of any class to the holders of its Common Nonpreferred Stock or to make any other distribution to the holders of its Common Stock; Nonpreferred Stock (iiother than a cash dividend), or (b) to offer to the holders of its Common Nonpreferred Stock rights to subscribe for or to purchase any additional Additional Shares of Nonpreferred Stock or shares of Common Stock stock of any class or any other securities, rights or options, or (or options or rights with respect thereto); (iiic) to effect any reclassification of its Common Nonpreferred Stock (other than a reclassification involving only the subdivision, or combination, of outstanding shares of Nonpreferred Stock; ), or (iv) to otherwise issue any Common Stock or other securities; (vd) to effect any capital reorganization; , or (vie) to effect any consolidation, merger or sale, organic change, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viif) to effect the liquidation, dissolution or winding up of the IssuerCompany, then, in each such case, the Issuer Company shall give deliver to each holder of Warrants a Warrant, in accordance with Section 16, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such stock dividend, distribution or rights offerrights, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, organic change, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of Common Nonpreferred Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common StockNonpreferred Stock and the number and kind of any other shares of stock which shall comprise a Stock Unit, and the number of shares of Warrant Stock which will comprise a Stock Unit purchase price or prices thereof, after giving effect to any adjustment which will shall be required as a result of such action. Such notice shall be so given in the case of any action covered by clause delivered thirty (30) days prior to (i) or (ii) above at least 20 days prior to the record date for determining holders of the Common Nonpreferred Stock for purposes of such actionany action covered by clause (a) or (b) above, and (ii) in the case of any other such action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Nonpreferred Stock, whichever shall be the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the all holders of its Common Stock rights to subscribe for or to purchase any additional shares of its Common Stock (or options or rights with respect thereto) (other than rights under the Rights Agreement); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securities; (v) to effect any capital reorganization; (viv) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (viivi) to effect the liquidation, dissolution or winding up of the Issuer; or (vii) to take any other action which would require an adjustment to the number of shares of Warrant Stock comprising a Stock Unit to be made in accordance with this Article V, then, in each such case, the Issuer shall give to each holder Holder of Warrants a notice of such proposed actionaction as soon as reasonably practicable prior to the date of the relevant transaction, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Warrant Agreement ----------------- Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit after giving effect to any adjustment which will be required as a result of such action. Such notice The failure to give such notice, or any defect therein, shall be so given in not affect the case legality or validity of any action covered by clause (i) dividend, distribution, right, option, warrant, reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or (ii) above at least 20 days prior to winding up, or the record date for determining holders of the Common Stock for purposes of vote upon any such action, and in the case of any other such action, at least 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 the earlier.

Notice of Certain Corporate Action. If In case the Issuer Company shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (iia) to offer to the holders of its Common Stock Series E Preferred Stock, pursuant to their rights as holders of such shares, rights to subscribe for or to purchase any additional shares of Common Series E Preferred Stock or shares of stock of any class or any other securities, rights or options, or (or options or rights with respect thereto); (iiib) to effect any reclassification of its Common [Series E Preferred] [Common] Stock (other than a reclassification involving only the subdivision, or combination, of outstanding shares of [Series E Preferred] [Common] Stock; ), or (iv) to otherwise issue any Common Stock or other securities; (vc) to effect any capital reorganization; , or (vid) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viie) to effect the liquidation, dissolution or winding up of the IssuerCompany, thenor (f) to offer to the holders of its [Series E Preferred] [Common] Stock the right to have their shares of [Series E Preferred] [Common] Stock repurchased or redeemed or otherwise acquired by the Company, or (g) to take any other action which, pursuant to the terms of this Warrant, would result in the adjustment of the Warrant Price and/or the number of Warrant Shares issuable upon exercise of this Warrant, then in each such casecase (but without limiting the provisions of Section 5), the Issuer Company shall give to each holder of Warrants the Holder a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offerof offer of rights, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of Common [Series E Preferred] [Common] Stock, if any such date is to be fixed, fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common [Series E Preferred] [Common] Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 20 days ten (10) Business Days prior to the record date for determining holders of the Common [Series E Preferred] [Common] Stock for purposes of participating in or voting on such action, and in the case of any other such action, or at least 20 days ten (10) Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common [Series E Preferred] [Common] Stock, whichever shall be the earlier. Such notice shall specify, in the case of any subscription or repurchase rights, the date on which the holders of [Series E Preferred] [Common] Stock shall be entitled thereto, or the date on which the holders of [Series E Preferred] [Common] Stock shall be entitled to exchange their [Series E Preferred] [Common] Stock for securities or other property deliverable upon any reorganization, reclassification, consolidation, merger, sale or other action, as the case may be. Such notice shall also state whether the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or to a favorable vote of security holders, if either is required, and the adjustment in Warrant Price and/or number of Warrant Shares issuable upon exercise of this Warrant as a result of such reorganization, reclassification, consolidation, merger, sale or other action. The notice provisions set forth in this Section 4.3 may be shortened or waived prospectively or retrospectively by the consent of the Holder.

Notice of Certain Corporate Action. If In case the Issuer ---------------------------------- Company shall propose (ia) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; , or (iib) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (or options or rights with respect thereto); (iiic) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision, or combination, of outstanding shares of Common Stock; ), or (iv) to otherwise issue any Common Stock or other securities; (vd) to effect any capital reorganization; , or (vie) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viif) to effect the liquidation, dissolution or winding up of the IssuerCompany, then, then in each such casecase (but without limiting the provisions of Section 7), the Issuer Company shall give to each holder Holder of Warrants a Warrant, in accordance with Section 14, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offerof offer of rights, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 (ia) or (iib) above at least 20 ten (10) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 20 ten (10) calendar 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 the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; , (ii) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock (or options any Options or rights with respect thereto)Convertible Securities; (iii) to effect any reorganization or reclassification of its Common Stock; (iv) to otherwise issue any Common Stock Stock, Options, or other securitiesConvertible Securities; (v) to effect any other capital reorganization; (vi) to effect any consolidation, merger or share exchange on any sale, transfer or other disposition of all or substantially all of its assets; or (vii) to effect the liquidation, dissolution or winding up of the Issuer, then, in each such case, the Issuer shall give to each holder of Warrants the Holder a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, share exchange, sale, transfer, transfer disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit that are issuable upon exercise of this Warrant after giving effect to any adjustment which that 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 20 10 days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 20 10 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 the earlieraction.

Notice of Certain Corporate Action. If In case the Issuer Company shall ---------------------------------- propose (ia) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; , or (iib) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (or options or rights with respect thereto); (iiic) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision, or combination, of outstanding shares of Common Stock; ), or (iv) to otherwise issue any Common Stock or other securities; (vd) to effect any capital reorganization; , or (vie) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viif) to effect the liquidation, dissolution or winding up of the IssuerCompany, then, then in each such casecase (but without limiting the provisions of Section 6), the Issuer Company shall give to each holder Holder of Warrants a Warrant, in accordance with Section 4, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offerof offer of rights, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, fixed and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit 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 (ia) or (iib) above at least 20 ten (10) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 20 ten (10) calendar 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 the earlier. No such notice shall be given if (a) any stock of the Company shall have been registered and (b) the Company reasonably determines that the giving of such notice would require disclosure of material information which the Company has a bona fide purpose for preserving as confidential or the disclosure of which would not be in the best interests of the Company.

Notice of Certain Corporate Action. If In case the Issuer Company shall propose (ia) to pay any dividend payable in cash or in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; , or (iib) to offer to the holders of its Common Stock rights to subscribe for or to purchase any additional shares Additional Shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (or options or rights with respect thereto); (iiic) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Common Stock; ), or (iv) to otherwise issue any Common Stock or other securities; (vd) to effect any capital reorganization; , or (vie) to effect any consolidation, merger or sale, change to the Company's charter or bylaws, transfer or other disposition of all or substantially all of its assets; property, assets or business, or (viif) to effect the liquidation, dissolution or winding up of the IssuerCompany, then, then in each such case, the Issuer Company shall give to each holder of Warrants a notice Warrant, in accordance with Section 17, a notice, certified by the president of the Company and the principal financial officer of the Company, of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such stock dividend, distribution or rights offerrights, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, change to the Company's charter or bylaws, transfer, disposition, liquidation, dissolution dissolution, or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, Stock and the number and kind of any other shares of Warrant Stock stock which will comprise a Stock Unit Unit, 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 (ia) or (iib) above at least 20 twenty days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 20 thirty 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 the earlier.proposed

Notice of Certain Corporate Action. If the Issuer Company shall propose (i) to pay any dividend to the holders of any class of its Common Stock or to make any other distribution to the holders of any class of its Common Stock; (ii) to offer to the holders of any class of its Common Stock rights to subscribe for or to purchase any additional shares of such Common Stock (or options or rights with respect thereto)Common Stock Equivalent; (iii) to effect any reclassification of any class of its Common Stock; (iv) to otherwise issue any Common Stock or other securitiesCommon Stock Equivalent that would result in any adjustment required under this Article III; (v) to effect any capital reorganization; (vi) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (vii) to effect the liquidation, dissolution or winding up of the IssuerCompany, or (viii) any other transaction of the Company that would result in any adjustment required under this Article III, then, in each such case, the Issuer Company shall give to each holder Holder of Warrants a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of the Company's Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on any class of the Company's Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit Number Issuable and the Exercise Price 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 20 10 days prior to the record date for determining holders of the any Common Stock for purposes of such action, and in the case of any other such action, at least 20 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of any Common Stock, whichever shall be the earlier.

Notice of Certain Corporate Action. If the Issuer shall propose (i) to pay any dividend to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock; (ii) to offer to the all holders of its Common Stock rights to subscribe for or to purchase any additional shares of its Common Stock (or options or rights with respect thereto) (other than rights under the Rights Agreement); (iii) to effect any reclassification of its Common Stock; (iv) to otherwise issue any Common Stock or other securities; (v) to effect any capital reorganization; (viv) to effect any consolidation, merger or sale, transfer or other disposition of all or substantially all of its assets; or (viivi) to effect the liquidation, dissolution or winding up of the Issuer; or (vii) to take any other action which would require an adjustment to the number of shares of Warrant Stock comprising a Stock Unit to be made in accordance with this Article V, then, in each such case, the Issuer shall give to each holder Holder of Warrants a notice of such proposed actionaction as soon as reasonably practicable prior to the date of the relevant transaction, which shall specify the date on which a record is to be taken for the purposes of such dividend, distribution or rights offer, or the date on which such reclassification, issuance, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, and the number of shares of Warrant Stock which will comprise a Stock Unit after giving effect to any adjustment which will be required as a result of such action. Such notice The failure to give such notice, or any defect therein, shall be so given in not affect the case legality or validity of any action covered by clause (i) dividend, distribution, right, option, warrant, reclassification, reorganization, consolidation, merger, sale, transfer, disposition, liquidation, dissolution or (ii) above at least 20 days prior to winding up, or the record date for determining holders of the Common Stock for purposes of vote upon any such action, and in the case of any other such action, at least 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 the earlier.