Common use of Notice of Certain Corporate Actions Clause in Contracts

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.4; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.4; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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 Record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company Weeks shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404cash; or (2b) the Company Weeks shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the shares of Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company Weeks is a party and for which approval of any shareholders of the Company Weeks is required), or of the sale or transfer of all or substantially all of the assets of the CompanyWeeks; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyWeeks; then the Company shall cause to be filed with the Trustee, and General Partner shall cause to be mailed to all Holders holders of Rights at their last addresses as they shall appear in the Security Registeron record under this Agreement, at least 20 days (or 10 12 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) 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 shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholder of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholder of the Company is required); or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common StockEquity Securities, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholder of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In casecase the Company shall authorize: (1i) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than event which could result in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to in the conversion price under Section 140412.4 or require the execution of a supplemental indenture under Section 12.12; or (2ii) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock generally of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is requiredCapital Stock excluding Stockholder Rights); or (3iii) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidationmerger, merger consolidation or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all transfer of the properties and assets of the CompanyCompany substantially as an entirety; or (4iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trusteeat each office or agency maintained pursuant to Section 9.2, and shall cause to be mailed to all Holders of Securities providing the conversion right contained in this Article XII at their last addresses as they shall appear in the Security Register, at least 20 15 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record record, effective or expiration date hereinafter specified, a notice stating (iA) the date on which a record is to be taken for the purpose of such dividend, distribution, distribution or granting of 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 who will be entitled to such dividend, distribution, rights, options rights or warrants are to be determined, or (iiB) the date on which such reclassification, merger, 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 Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, merger, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. If Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in this Article XII. In case of the occurrence of any event triggering the exercisability of Stockholder Rights, then the Company shall cause to be filed at any time each office or agency maintained pursuant to Section 9.2, and shall cause to be mailed to the Trustee shall not be Holders of Securities providing the conversion agent, a copy right contained in this Article XII at their last addresses as they shall appear in the Security Register within 10 days after the occurrence of such event a notice shall also forthwith be filed by of such event and the Company with the Trusteedate of its occurrence.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed sent to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, ) or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders of Securities convertible into Common Stock at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company or an Affiliate of the Company, as the case may be, shall declare declare, if applicable, a dividend (or any other distribution) on its Common Stock the Exchange Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company or an Affiliate of the Company, as the case may be, shall authorize authorize, if applicable, the granting to all or substantially all of the holders of its Common Stock the Exchange Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required); or (3c) of any reclassification of the Common Stock of the Company Exchange Securities (other than a subdivision or combination of its outstanding shares of Common Stockthe Exchange Securities, if applicable, or of any consolidation, merger or share exchange to which the Company or an Affiliate of the Company, as the case may be, is a party and for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required), or of the sale of all or substantially all of the assets of the CompanyCompany or an Affiliate of the Company which has issued the Exchange Securities; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or of an Affiliate of the Company which has issued the Exchange Securities; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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 Exchange Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record Exchange Securities shall be entitled to exchange their shares of Common Stock Exchange Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company General Partner shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404cash; or (2b) the Company General Partner shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the shares of Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company General Partner is a party and for which approval of any shareholders of the Company General Partner is required), or of the sale or transfer of all or substantially all of the assets of the CompanyGeneral Partner; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyGeneral Partner; then the Company shall cause to be filed with the Trustee, and General Partner shall cause to be mailed to all Holders holders of Exchange Rights at their last addresses as they shall appear in the Security Registeron record under this Agreement, at least 20 days (or 10 12 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) 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 shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice in the form of an Officers' Certificate stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any 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. Unless and until a Responsible Officer of the Trustee shall have received such Officers' Certificate, the Trustee shall not be charged with knowledge of any event described in this Section 1405.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, ) or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Debenture Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any 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.is

Notice of Certain Corporate Actions. In casethe event: (1a) the Company shall declare a share dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than Shares or a dividend for which approval of any shareholders subdivision of the Company is required) that would require an adjustment pursuant to Section 1404outstanding Shares; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3b) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common StockShares, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale or transfer of all or substantially all of the assets of the Company; or (4c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (d) the Company shall commence a tender offer for all or a portion of the outstanding Shares (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 Company shall cause to be filed with delivered to the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security RegisterHolder, at least 20 days ten (or 10 days in any case specified in Clause (110) or (2) above) Business Days prior to the applicable record record, effective or expiration date hereinafter specified, a notice stating (ix) the date on which a record is to be taken for the purpose of such stock 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 Shares of record to who will be entitled to such dividend, distribution, rights, options or warrants dividend are to be determined, or (iiy) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up reclassification is expected to become effective, and the date as of which it is expected that holders of Common Stock Shares of record shall be entitled to exchange their shares of Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). If at Neither the failure to give any time the Trustee shall not be the conversion agent, a copy of such notice nor any defect therein shall also forthwith be filed by affect the Company with the Trusteelegality or validity of any action described in clauses (a) or (b) of this Condition 5.5.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, ) or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (iA) the date on which a record is to be taken for the purpose of 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, or (iiB) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company Allied shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404earnings; or (2b) the Company Allied shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the Common Stock any class of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required)such Equity Securities, or of the sale of all or substantially all of the assets of the CompanyAllied; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyAllied; then Allied and the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security RegisterRegister and shall give notice to Holders of Bearer Securities as provided in Section 1.6, at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by Allied and the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) : the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.4; or (2) or the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) or of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) or of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404earnings; or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the Common Stock any class of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), such Equity Securities or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security RegisterRegister and shall give notice to Holders of Bearer Securities as provided in Section 1.6., at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case:case at any time (1A) the Company Maker shall declare a dividend (or take any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for action which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; orthe Conversion Price; (2B) the Company Maker shall authorize the granting to all or substantially all of the holders of any class of its Common Stock common stock of rightsany dividends or distributions payable in cash, options stock or warrants to subscribe for other property; (C) there shall be any capital reorganization or purchase reclassification of any shares of the capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common StockMaker, or of any consolidation, consolidation or merger or share exchange to which the Company Maker is a party and for which approval of any shareholders stockholders of the Company Maker is required), or of the any sale or transfer of all or substantially all of the assets of the CompanyMaker; or (4D) of the there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the CompanyMaker; then the Company shall cause to be filed with the Trusteethen, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause one or more of such cases, Maker shall give written notice to Holder, not less than twenty (120) or (2) above) prior to the applicable days before any record date hereinafter specifiedor other date set for definitive action, a notice stating (i) of the date on which a record is to be taken for such reorganization, reclassification, sale, consolidation, merger, dissolution, liquidation, or winding-up shall take place, as the purpose case may be. Such notice shall also set forth such facts as shall indicate the effect of such dividend, distribution, rights, options action (to the extent such effect may be known at the date of such notice) on the conversion price or warrants, or, if a record is not to be taken, the kind and amount of the shares of Non-Voting Preferred Stock and other securities and property deliverable upon conversion of this Note or upon conversion of the Non-Voting Preferred Stock. Such notice shall also specify the date as of which the holders of Common the Non-Voting Preferred Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock other capital stock of record shall be entitled to exchange their shares of Common Stock securities for securities, cash securities or other property deliverable upon such reorganization, reclassification, sale, consolidation, merger, share exchange, sale, dissolution, liquidation liquidation, or winding up, as the case may be (or which date, in the event of voluntary or involuntary dissolution, liquidation, or winding up of Maker, the right to convert this Note shall terminate). If at any time Without limiting the Trustee shall not be the conversion agentobligation of Maker to provide notice to Holder of corporate actions hereunder, a copy it is agreed that failure of Maker to give such notice shall also forthwith be filed by the Company with the Trusteenot invalidate such corporate action of Maker.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholder of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholder of the Company is required); or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common StockEquity Securities, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholder of the Company is required), or of the sale of all or substantially all of the assets of the Company; or or 104 112 (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404earnings; or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the Common Stock any class of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required)such Equity Securities, or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security RegisterRegister and shall give notice to Holders of Bearer Securities as provided in Section 1.6, at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; -71- 74 then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or14.4; (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or; (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholder of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of 105 114 any other rights (other than any such grant for which approval of any shareholders stockholder of the Company is required); or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common StockEquity Securities, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholder of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, ) or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, ; or (e) sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) case at any time or from time to time the Company shall declare a pay any stock dividend (or make any other distribution) on non-cash distribution to the holders of its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend Stock, or shall offer for which approval of any shareholders of the Company is required) that would require an adjustment pursuant subscription pro rata to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any additional shares of capital stock of any class or of any other rights (other than right, or there shall be any such grant for which approval of any shareholders of the Company is required); or (3) of any capital reorganization or reclassification of the Common Stock or consolidation or merger of the Company (other than a subdivision with or combination of its outstanding shares of Common Stockinto another corporation, or any sale or conveyance to another corporation of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders property of the Company is required)as an entirety or substantially as an entirety, or of the sale of all or substantially all of the assets of the Company; or (4) of the there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then , then, in any one or more of said cases the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, give at least 20 days days' prior written notice (or 10 days in any case specified in Clause (1the time of mailing of such notice shall be deemed to be the time of giving thereof) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) registered holders of the Notes at the addresses of each as shown in the Note Register of the date on which (i) a record is to shall be taken for the purpose of such stock dividend, distributiondistribution or subscription rights or (ii) such reorganization, rightsreclassification, options consolidation, merger, sale or warrantsconveyance, ordissolution, if a record is not liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to be taken, which Section 10.7 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record to shall participate in said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such dividendreorganization, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation sale or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash conveyance or other property deliverable upon participate in such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up, as the case may be. If at any time the Trustee shall not be the conversion agent, a copy of Failure to give such notice shall also forthwith be filed by the Company with the Trusteenot invalidate any action so taken.

Notice of Certain Corporate Actions. In case: (1) case the Company after the date hereof shall declare a dividend propose (i) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other distributionrights or options or (ii) on its to effect any reclassification of Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of reclassification involving merely the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization, or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the sale of all or substantially all of the assets of the Company; or (4) of the liquidation, voluntary or involuntary dissolution, liquidation dissolution or winding winding-up of the Company; then , then, in each such case, the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior deliver to the applicable record date hereinafter specifiedWarrant Holder notice of such proposed action, a which notice stating (i) shall specify the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the purpose date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of the Warrant which will be required as a result of such dividendaction. Such notice shall be sent, distributionin the case of any action covered by clause (i) above, rights, options or warrants, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such dividendoffering; and, distribution, rights, options or warrants are to be determined, or in the case of any action covered by clause (ii) above, at least twenty (20) days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, dissolutiontransfer, liquidation other disposition, liquidation, voluntary or winding involuntary dissolution or winding-up is expected to become effective, effective and the date as of on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, share exchange, sale, dissolutiontransfer, liquidation other disposition, liquidation, voluntary or winding involuntary dissolution or winding-up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case:: 106 (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common StockStock 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, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the CompanyCompany or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and, if any Preferred Securities are outstanding, shall cause to be filed with the transfer agent for the Preferred Securities and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Debenture Register, at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, 107 merger, share exchange, sale, dissolution, liquidation or winding upup (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of such corporate action required to be specified in such notice). If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.4; oror 76 84 (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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 Record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company or an Affiliate of the Company, as the case may be, shall declare declare, if applicable, a dividend (or any other distribution) on its Common Stock the Exchange Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company or an Affiliate of the Company, as the case may be, shall authorize authorize, if applicable, the granting to all or substantially all of the holders of its Common Stock the Exchange Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required); or (3c) of any reclassification of the Common Stock of the Company Exchange Securities (other than a subdivision or combination of its outstanding shares of Common Stockthe Exchange Securities, if applicable, or of any consolidation, merger or share exchange to which the Company or an Affiliate of the Company, as the case may be, is a party and for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required), or of the sale of all or substantially all of the assets of the CompanyCompany or an Affiliate of the Company which has issued the Exchange Securities; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or of an Affiliate of the Company which has issued the Exchange Securities; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose 71 of 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 Exchange Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record Exchange Securities shall be entitled to exchange their shares of Common Stock Exchange Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.04; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed sent to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. (i) In casethe case of the Company, if: (1) the Company shall declare a dividend (or any other distribution) on its Quantum Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Quantum Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3) of any reclassification of the Quantum Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Quantum Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the CompanyCompany shall occur; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany shall occur; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Quantum Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Quantum Common Stock of record shall be entitled to exchange their shares of Quantum Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any 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. (ii) In the case of Maxtor, if: (1) Maxtor shall declare a dividend (or any other distribution) on its Maxtor Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any stockholders of Maxtor is required) that would require an adjustment pursuant to Section 1404; or (2) Maxtor shall authorize the granting to all or substantially all of the holders of its Maxtor Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any stockholders of Maxtor is required); or (3) any reclassification of the Maxtor Common Stock (other than a subdivision or combination of its outstanding shares of Maxtor Common Stock, or of any consolidation, merger or share exchange to which Maxtor is a party and for which approval of any stockholders of Maxtor is required), or of the sale of all or substantially all of the assets of Maxtor shall occur; or (4) the voluntary or involuntary dissolution, liquidation or winding up of Maxtor shall occur; then Maxtor shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Maxtor Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Maxtor Common Stock of record shall be entitled to exchange their shares of Maxtor Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by Maxtor with the Trustee. SECTION 1406. Reservation of Shares of Quantum Common Stock and Maxtor Common Stock. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Quantum Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Quantum Common Stock then issuable upon the conversion of all outstanding Securities that have conversion rights. Maxtor shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Maxtor Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Maxtor Common Stock then issuable upon the conversion of all outstanding Securities that have conversion rights.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities (i) payable otherwise than exclusively in cash out of its retained earnings, or (ii) exclusively in cash out of its retained earnings (other than a dividend for which approval in an amount that, under the terms of any shareholders of the Company is required) that such Securities, would require an adjustment pursuant to Section 1404in the exchange or conversion price of such Securities; or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common Stocksuch Equity Securities), or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Equity Securities (or shall amend any such tender or exchange offer); then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security RegisterRegister and shall give notice to Holders of Bearer Securities as provided in Section 1.6, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding upup or (iii) the date on which such tender or exchange offer commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) So long as any Warrant remains outstanding, in case the Company shall declare a propose (a) to pay any dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock or to make any other distribution to the holders of rightsits Common Stock, options or warrants (b) to offer to the holders of its Common Stock rights to subscribe for or to purchase any shares Additional Shares of capital stock of any class Common Stock or of any other Other Securities, rights or options, or (other than any such grant for which approval of any shareholders of the Company is required); or (3c) of to effect any reclassification of the its Common Stock of the Company (other than a subdivision reclassification involving only the subdivision, or combination combination, of its outstanding shares of Common Stock), or of (d) to effect any capital reorganization, or (e) to effect any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required)exchange, or of the sale any sale, lease, transfer or other disposition of all or substantially all of its assets (other than a transaction in which the assets of Company is the Company; or surviving entity and the Common Stock is not converted into or exchanged for any other securities or property), or (4f) of to effect the voluntary or involuntary dissolutionliquidation, liquidation dissolution or winding up of the Company; then , then, in each such case, the Company shall cause give to be filed each Holder, in accordance with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specifiedSECTION 15.02 hereof, a notice stating (i) 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, distribution or offering of 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, or (ii) the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, dissolutionlease, liquidation transfer, disposition, 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 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, if any, and the number and kind of any other shares of stock which will comprise a Stock Unit, and the purchase price or prices thereof, after giving effect to any adjustment, if any, 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 (a) or (b) above at least 10 days prior to the record date as for determining holders of which it is expected that the Common Stock for purposes of such action, and in the case of any other such action, at least 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 of record Stock, whichever shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trusteeearlier.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock Shares payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock Shares of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company Shares (other than a subdivision or combination of its outstanding shares of Common StockShares , or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the Companyassets; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Companyup; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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 Shares of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock Shares of record shall be entitled to exchange their shares of Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In casethe event the Parent shall propose: (1i) the Company shall declare a to make or issue any dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant distribution to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rightsany stock, options other securities, cash, assets or warrants property or of any rights to subscribe for or purchase any shares of capital stock of any class or of any other securities, rights (other than any such grant for which approval of any shareholders of the Company is required)or options; or (3ii) of to effect any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the CompanyTransaction; or (4iii) of to effect the voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyParent; then or (iv) to effect any reclassification of its Common Stock; or (v) to commence a Parent Offer for all or a portion of the Company outstanding shares of Common Stock (or shall amend any such Parent Offer), then, and in each such case, the Parent shall cause to be filed with the Trustee, Trustee and shall cause give to be mailed to all Holders at their last addresses as they shall appear each Holder of a Security, in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specifiedaccordance with Section 1.6, a notice stating of such proposed action. Such notice shall specify (ix) the date on which a record is to be taken for the purpose purposes of such dividend, dividend or 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, or ; (iiy) the date on which such reclassification, consolidationTransaction, mergerliquidation, share exchange, sale, dissolution, liquidation dissolution or winding up is expected to become effective, effective and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidationTransaction, mergerliquidation, share exchange, sale, dissolution, liquidation dissolution or winding up; or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Such notice shall be given, in the case of any action covered by clause (i) above, at least 10 days prior to the record date for determining holders of the Common Stock for purposes of much action or, in the case of any action covered by clauses (ii) through (v) above, at least 20 days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule l0b-17 under the Exchange Act. If at any time the Trustee Parent shall not be cancel any of the conversion agentproposed transactions for which notice has been given under this Section prior to the consummation thereof, a copy the Parent shall give each Holder prompt notice of such notice shall also forthwith be filed by the Company cancellation in accordance with the TrusteeSection 1.6 hereof.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company Allied shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholder of the Company Allied is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company Allied shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholder of the Company Allied is required); or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common StockEquity Securities, or of any consolidation, merger or share exchange to which the Company Allied is a party and for which approval of any shareholders stockholder of the Company Allied is required), or of the sale of all or substantially all of the assets of the CompanyAllied; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyAllied; -93- 102 then Allied and the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by Allied and the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock Shares payable otherwise than exclusively in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; orcash; (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock Shares of rights, options or warrants to subscribe for or purchase any capital shares of capital stock of any class or of any other rights (other than any such grant excluding capital shares or options for which approval of any shareholders capital shares issued pursuant to a benefit plan for employees, officers or directors of the Company is requiredor its Subsidiaries or Affiliates); or (3c) of any reclassification of the Common Stock of the Company Shares (other than a subdivision or combination of its the outstanding shares of Common StockShares), or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale or transfer of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary or Affiliate shall commence a tender offer for all or a portion of the outstanding Common Shares (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 Company shall cause to be filed with the Trusteedelivered to each office or agency maintained pursuant to Section 1002, and shall cause to be mailed to all Holders of Securities of each series which may be converted pursuant to Section 1501 at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1a), (b) or (2c) above) prior to the applicable record record, effective or expiration date hereinafter specified, a notice stating (ix) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options distribution or granting of rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock Shares of record to who will be entitled to such dividend, distribution, rights, options rights or warrants are to be determined, or (iiy) 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 Common Stock Shares of record shall be entitled to exchange their shares of Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). If at Neither the failure to give any time the Trustee shall not be the conversion agent, a copy of such notice nor any defect therein shall also forthwith be filed by affect the Company with the Trusteelegality or validity of any action described in clauses (a) through (e) of this Section 1506.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.4; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the conversion agent and the Trustee, and shall cause to be mailed or electronically distributed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company Issuer shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for dividends or distributions which approval of any shareholders of the Company is required) that would will not require an adjustment of the conversion price of Securities of any series pursuant to Section 140413.4); or (2b) the Company Issuer shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company Issuer is requiredrequired or which will not require an adjustment of the conversion price of Securities of any series pursuant to Section 13.4); or (3c) of any reclassification of the Common Stock of the Company Issuer (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company Issuer is a party and for which approval of any shareholders of the Company Issuer is requiredrequired or which will not require an adjustment of the conversion price of Securities of any series pursuant to Section 13.4), or of the sale of all or substantially all of the assets of the CompanyIssuer; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyIssuer; then the Company Issuer shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company Issuer with the Trusteeconversion agent.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 14041504; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trusteeconversion agent, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 twenty (20) days (or 10 ten (10) days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 14041412; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company Allied shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable (i) otherwise than exclusively in cash out of its retained earnings, or (ii) exclusively in cash out of its retained earnings (other than a dividend for which approval in an amount that, under the terms of any shareholders of the Company is required) that such Securities, would require an adjustment pursuant to Section 1404in the exchange or conversion price of such Securities; or (2b) the Company Allied shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common Stocksuch Equity Securities), or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the CompanyAllied; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of Allied; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of such Equity Securities (or shall amend any such tender or exchange offer); then Allied and the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security RegisterRegister and shall give notice to Holders of Bearer Securities as provided in Section 1.6, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding upup or (iii) the date on which such tender or exchange offer commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by Allied and the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than (i) any such grant for which approval of any shareholders of the Company is requiredrequired or (ii) rights anticipated to be declared in the first quarter of 1997 by the Board of Directors pursuant to a rights agreement to be entered into between the Company and the Person named therein as Rights Agent); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, ) or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (iA) the date on which a record is to be taken for the purpose of 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, or (iiB) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding winding-up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company Allied shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities (i) payable otherwise than exclusively in cash out of its retained earnings, or (ii) exclusively in cash out of its retained earnings (other than a dividend for which approval in an amount that, under the terms of any shareholders of the Company is required) that such Securities, would require an adjustment pursuant to Section 1404in the exchange or conversion price of such Securities; or (2b) the Company Allied shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common Stocksuch Equity Securities), or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the CompanyAllied; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of Allied; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of such Equity Securities (or shall amend any such tender or exchange offer); then Allied and the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security RegisterRegister and shall give notice to the Holder of Bearer Securities as provided in Section 1.6., at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding upup or (iii) the date on which such tender or exchange offer commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by Allied and the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholder of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholder of the Company is required); or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common StockEquity Securities, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholder of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to 90 99 be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock any class of such Equity Securities payable (i) otherwise than exclusively in cash out of its retained earnings or (other than a dividend for which approval ii) exclusively in cash out of any shareholders its retained earnings in an amount that, under the terms of the Company is required) that such Securities, would require an adjustment pursuant to Section 1404in the exchange or conversion price of such Securities; or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock any class of such Equity Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the Common Stock any class of the Company such Equity Securities (other than a subdivision or combination of its outstanding shares of Common Stocksuch Equity Securities), or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or; (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) the Company or any Subsidiary of the Company shall commence a tender or exchange offer for all or a portion of the Company's outstanding shares of Equity Securities (or shall amend any such tender or exchange offer); then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security RegisterRegister and shall give notice to Holders of Bearer Securities as provided in Section 1.6., at least 20 15 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders Holders of Common Stock such Equity Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock such Equity Securities of record shall be entitled to exchange their shares of Common Stock such Equity Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding upup or (iii) the date on which such tender or exchange offer commenced, the date on which such tender or exchange offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Class A Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404earnings; or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Class A Common Stock of rights, options rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required)rights; or (3c) of any reclassification of the Class A Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Class A Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders share holders of the Company is required), or of the sale or transfer of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Registerregister of Debentures, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options rights or warrants, or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record to be entitled to such dividend, distribution, rights, options rights or warrants are to be determined, or (ii) 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 Class A Common Stock of record shall be entitled to exchange their shares of Class A Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or14.04; (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or; (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.04; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion or exchange agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.4; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, ) or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (iA) the date on which a record is to be taken for the purpose of 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, or (iiB) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any 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.. -66- 76

Notice of Certain Corporate Actions. In case: (1) case the Company after the date hereof shall declare a dividend propose (i) to offer to the holders of Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other distributionrights or options or (ii) on its to effect any reclassification of Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of reclassification involving merely the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock) or any capital reorganization, or of any consolidation, consolidation or merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the sale of all or substantially all of the assets of the Company; or (4) of the liquidation, voluntary or involuntary dissolution, liquidation dissolution or winding winding-up of the Company; then , then, in each such case, the Company shall cause to be filed file with the TrusteeWarrant Agent and the Company, or the Warrant Agent on the Company’s behalf and at the Company’s request, shall cause to be mailed mail (by first-class, postage prepaid mail) to all Holders at their last addresses as they registered holders of the Warrant Certificates notice of such proposed action, which notice shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) specify the date on which the books of the Company shall close or a record is to be taken for such offer of rights or options, or the purpose date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such dividendaction. Such notice shall be filed and mailed in the case of any action covered by clause (i) above, distribution, rights, options or warrants, at least ten days prior to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Common Stock of record are to be entitled to such dividendoffering; and, distribution, rights, options or warrants are to be determined, or in the case of any action covered by clause (ii) above, at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, dissolutiontransfer, liquidation other disposition, liquidation, voluntary or winding involuntary dissolution or winding-up is expected to become effective, effective and the date as of on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities, cash securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, share exchange, sale, dissolutiontransfer, liquidation other disposition, liquidation, voluntary or winding involuntary dissolution or winding-up. If at Failure to give any time the Trustee such notice or any defect therein shall not be affect the conversion agent, a copy legality or validity of such notice shall also forthwith be filed by the Company with the Trusteeany transaction listed in this Section 13.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 140414.4; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidationConsolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company or an Affiliate of the Company, as the case may be, shall declare declare, if applicable, a dividend (or any other distribution) on its Common Stock the Exchange Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company or an Affiliate of the Company, as the case may be, shall authorize authorize, if applicable, the granting to all or substantially all of the holders of its Common Stock the Exchange Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required); or (3c) of any reclassification of the Common Stock of the Company Exchange Securities (other than a subdivision or combination of its outstanding shares of Common Stockthe Exchange Securities, if applicable, or of any consolidation, merger or share exchange to which the Company or an Affiliate of the Company, as the case may be, is a party and for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required), or of the sale of all or substantially all of the assets of the CompanyCompany or an Affiliate of the Company which has issued the Exchange Securities; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or of an Affiliate of the Company which has issued the Exchange Securities; 71 then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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 Exchange Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record Exchange Securities shall be entitled to exchange their shares of Common Stock Exchange Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. (i) In casethe case of the Company, if: (1) the Company shall declare a dividend (or any other distribution) on its Quantum Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 1404; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Quantum Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3) of any reclassification of the Quantum Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Quantum Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the CompanyCompany shall occur; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany shall occur; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Quantum Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Quantum Common Stock of record shall be entitled to exchange their shares of Quantum Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any 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. (ii) In the case of Xxxxxx, if: (1) Maxtor shall declare a dividend (or any other distribution) on its Maxtor Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any stockholders of Maxtor is required) that would require an adjustment pursuant to Section 1404; or (2) Maxtor shall authorize the granting to all or substantially all of the holders of its Maxtor Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any stockholders of Maxtor is required); or (3) any reclassification of the Maxtor Common Stock (other than a subdivision or combination of its outstanding shares of Maxtor Common Stock, or of any consolidation, merger or share exchange to which Maxtor is a party and for which approval of any stockholders of Maxtor is required), or of the sale of all or substantially all of the assets of Maxtor shall occur; or (4) the voluntary or involuntary dissolution, liquidation or winding up of Maxtor shall occur; then Maxtor shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Maxtor Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Maxtor Common Stock of record shall be entitled to exchange their shares of Maxtor Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by Maxtor with the Trustee. SECTION 1406. Reservation of Shares of Quantum Common Stock and Maxtor Common Stock. The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Quantum Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Quantum Common Stock then issuable upon the conversion of all outstanding Securities that have conversion rights. Maxtor shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Maxtor Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Maxtor Common Stock then issuable upon the conversion of all outstanding Securities that have conversion rights.

Notice of Certain Corporate Actions. In case: (1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 14041504; or (2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 twenty (20) days (or 10 ten (10) days in any case specified in Clause clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company is required); or (3c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders stockholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

Notice of Certain Corporate Actions. In case: (1a) the Company or an Affiliate of the Company, as the case may be, shall declare declare, if applicable, a dividend (or any other distribution) on its Common Stock the Exchange Securities payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required) that would require an adjustment pursuant to Section 1404); or (2b) the Company or an Affiliate of the Company, as the case may be, shall authorize authorize, if applicable, the granting to all or substantially all of the holders of its Common Stock the Exchange Securities of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders stockholders of the Company or an Affiliate of the Company, as the case may be, is required); or (3c) of any reclassification of the Common Stock of the Company Exchange Securities (other than a subdivision or combination of its outstanding shares of Common Stockthe Exchange Securities, if applicable, or of any consolidation, merger or share exchange to which the Company or an Affiliate of the Company, as the case may be, is a party and for which approval of any shareholders stockholders of the Company or an Affiliate 71 of the Company, as the case may be, is required), or of the sale of all or substantially all of the assets of the CompanyCompany or an Affiliate of the Company which has issued the Exchange Securities; or (4d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany or of an Affiliate of the Company which has issued the Exchange Securities; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Securities Register, at least 20 days (or 10 days in any case specified in Clause clause (1a) or (2b) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of 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 Exchange Securities of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record Exchange Securities shall be entitled to exchange their shares of Common Stock Exchange Securities for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any 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.