Common use of Notice of Certain Transactions Clause in Contracts

Notice of Certain Transactions. While this Warrant is outstanding, in the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board of Directors of the Company (the "Board") has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant RegisterRegister (as defined in Section 2(d)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant RegisterRegister (as defined in Section 2(d)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board of Directors of the Company (the “Board”) has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price or Floor Price after giving effect to any adjustment pursuant to Section 4 which will this Article IV that would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company’s Board of Directors has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, If during the term in which the event that Warrants may be exercised by the Holder (A) the Company shall propose declare a dividend (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to in whatever form) on the holders of its Common Stock, (bB) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to offer the all holders of its the Common Stock rights or warrants to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of capital stock of any class class, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, rights cash or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a wholeproperty, or (dE) to effect the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the affairs of the Company, then, in each case, the Company shall, within the time limits specified below, send shall cause to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders Holder at their addresses its last address as they it shall appear in upon the Warrant RegisterRegister of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which shall specify the a record date is to be taken for the purposes purpose of such dividend, distribution distribution, redemption, rights or rightswarrants, or if a record is not to be taken, the date such issuance or event is to take place and as of which the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of record to be entitled to such action dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the case mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any other notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously disclose such action, at least twenty (20) days prior information in compliance with applicable securities laws. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the taking of such proposed action or the effective date of participation therein by the holders of Common Stock, whichever shall event triggering such notice except as may otherwise be the earlierexpressly set forth herein.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board of Directors of the Company (the “Board”) has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such event would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, (f) make a tender offer or exchange offer with respect to the Common Stock or (g) take any action which would require an adjustment to the number of Warrant Shares issuable upon the exercise of this Warrant or the Exercise Price, the Company shall, within the time limits specified belowfive days after deciding to take any such action or make any such offer, send to each Holder the Warrantholder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each this Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 6 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant RegisterRegister (as defined in Section 2(d)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board of Directors of the Company has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five (5) Business Days after any such action or offer send to each Holder the Warrant Agent a notice of such proposed action or offeroffer and the Warrant Agent shall send the Holders a notice thereof in accordance with Section 5.02(g) (in such form as shall be furnished to the Warrant Agent by the Company). Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 ARTICLE IV which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, if practicable, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, if practicable, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five days after any such action or offer send to each Holder the Warrant Agent a notice and the Warrant Agent shall within five days after receipt thereof send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 Article IV which will be required as a result of such action. Such notice shall be given as promptly as possible and and, to the extent practicable (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock Ordinary Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock Ordinary Shares or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Ordinary Shares to subscribe for Ordinary Shares or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyOrdinary Shares, the Company shall, within the time limits specified below, shall send to each Holder the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockOrdinary Shares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock Ordinary Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Ordinary Shares and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price or Floor Price after giving effect to any adjustment pursuant to Section 4 which will this Article IV that would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company’s Board of Directors has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock Ordinary Shares for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common StockOrdinary Share, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, 5 days send to each the Warrant Agent and the Warrant Agent shall within 5 days send the Holder a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to this Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (ai) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (cii) issue any rights, options or warrants entitling the holders of Common Stock to effect any capital reorganizationsubscribe for shares of Common Stock or (iii) make a tender offer, reclassification, consolidation redemption offer or merger affecting exchange offer with respect to the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant RegisterWarrants register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant the Warrants and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 2 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company has determined to take any such action and (x) in the case of any action covered by clause (ai) or (bii) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant Agent and the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which notice shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price or Floor Price after giving effect to any adjustment pursuant to Section 4 which will this Article IV that would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company’s Board of Directors has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier. The failure to give the notice required by this Section 4.9 or any defect therein shall not affect the legality or validity of any right, option, Warrant or offer.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock Ordinary Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock Ordinary Shares or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Ordinary Shares to subscribe for Ordinary Shares or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyOrdinary Shares, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Registerregister, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockOrdinary Shares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock Ordinary Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Ordinary Shares and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to this Section 4 11 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the board of directors has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock Ordinary Shares for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common StockOrdinary Shares, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant RegisterRegister (as defined in Section 3(d)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 5 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five days after any such action or offer send to each Holder the Warrant Agent a notice and the Warrant Agent shall within five days after receipt thereof send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 Article IV which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights rights, or options, (c) issue any (i) shares of Common Stock, (ii) rights, options, or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for shares of Common Stock (in the case of (i), (ii), and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a wholeconsolidation, or merger, (de) to effect the voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company, or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five (5) Business Days after any such action or offer send to each Holder the Warrant Agent a notice of such proposed action or offeroffer and the Warrant Agent shall send the Holders a notice thereof in accordance with Section 5.02(f) (in such form as shall be furnished to the Warrant Agent by the Company). Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution distribution, or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Warrant Shares and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 ARTICLE IV which will be required as a result of such action. Such notice shall be given as promptly as possible and (xA) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action action, or (yB) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company Issuer shall propose (ai) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (bii) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (ciii) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (div) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyIssuer, the Company Issuer shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Registerrecords of the Issuer, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Conversion Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (ai) or (bii) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common StockStock (other than regular cash dividends or any increases thereof), (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its Common Stock, as a wholecapital reorganization or Combination, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (e) to effect any other event which would require adjustments under Article 4, the Company shall, shall within five Business Days of the time limits specified below, adoption of a Board resolution approving such action send to each Holder the Warrant Agent and the Warrant Agent shall within five Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such action, such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 30 Business Days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 30 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (ai) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (cii) issue any rights, options or warrants entitling the holders of Common Stock to effect any capital reorganization, reclassification, consolidation subscribe for shares of Common Stock or merger affecting (iii) make a tender offer or exchange offer with respect to the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant RegisterWarrants register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant the Warrants and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 2 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company has determined to take any such action and (x) in the case of any action covered by clause (ai) or (bii) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock Ordinary Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class Ordinary Shares or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Ordinary Shares to subscribe for Ordinary Shares or (c) make a tender offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyOrdinary Shares, the Company shall, within the time limits specified below, shall send to each Holder the Holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockOrdinary Shares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock Ordinary Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 5 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, if practicable, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock Ordinary Shares for purposes of such action or (y) in the case of any other such action, if practicable, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common StockOrdinary Shares, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution offer or issuance of rights, or the date such issuance or event is to take place and the last date of for participation therein by the holders of Common Stock, if any such date is to be has been fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) days prior to the date of the taking of such proposed action or the last date of for participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its shares of Common Stock or to make any other non-cash dividend or distribution to the holders of its shares of Common Stock, (b) to offer the holders of its shares of Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its shares of Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.1(e), the Company shallshall within 5 Business Days of making such proposal, within the time limits specified below, tender offer or exchange offer send to each Holder the Holders a notice of such proposed action or offer. Such , such notice shall to be mailed by the Company to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of shares of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the shares of Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 10 Business Days prior to the record date for determining holders of the shares of Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 20 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Class A Common Stock rights to subscribe for or to purchase any securities convertible into shares of Class A Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Class A Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant RegisterRegister (as defined in Section 2(d)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Class A Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Class A Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Class A Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) offer to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders and the Warrant Agent a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company has taken any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall shall, propose (a) to pay any dividend payable in securities of any class to the all holders of its Common Stock or to make any other non-cash dividend or distribution to the all holders of its Common Stock, (b) to offer the all holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.5, the Company shallshall within 5 Business Days of making such proposal, within the time limits specified below, tender offer or exchange offer send to each Holder the Warrant Agent and the Warrant Agent shall within 5 Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 20 Business Days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 20 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the all holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights rights, or options, (cb) issue any rights, options, or warrants entitling the holders of Common Stock to effect any capital reorganization, reclassification, consolidation or merger affecting the class subscribe for shares of Common Stock, as or (c) make a wholetender offer, redemption offer, or (d) exchange offer with respect to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCommon Stock, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution distribution, or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (ai) to pay distribute any dividend payable in securities of any class or other distribution to the all holders of its Common Stock Ordinary Shares or options, warrants or other rights to make any other non-cash receive such dividend or distribution distribution, (ii) offer to the all holders of its Common Stock, (b) to offer the holders of its Common Stock Ordinary Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock Ordinary Shares or shares of stock of any class or any other securities, rights or options, (ciii) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (div) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (v) make a tender offer or exchange offer with respect to the Ordinary Shares, in each case, in which the Holder will not otherwise participate with respect to its Warrant Shares without exercise of this Warrant (but only if the action of described in this Section 8.2 would reasonably be expected to result in an adjustment in the Exercise Price or the number of Ordinary Shares into which this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall, within at least ten (10) days prior to the time limits specified belowtaking of such proposed action, send to each the Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockOrdinary Shares, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock Ordinary Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Ordinary Shares and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any such adjustment pursuant to Section 4 6 which will be required as a result of such action. Such The Company will be deemed to have provided the notice shall be given as promptly as possible required pursuant to this Section 8.2 if the Company furnishes or files such information with the Securities and Exchange Commission via the XXXXX (xor successor) in the case of any action covered by clause (a) or (b) above, at least filing system and such information is publicly available not less than ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action so fixed or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stockaction, whichever shall be the earlieras applicable.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the registered holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock Ordinary Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock Ordinary Shares or shares of stock of any class or any other securities, rights or options, (cb) issue any rights, options or warrants entitling the holders of Ordinary Shares to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a wholesubscribe for Ordinary Shares, or (dc) make a tender offer, redemption offer or exchange offer with respect to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyOrdinary Shares, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockOrdinary Shares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock Ordinary Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Ordinary Shares and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company’s Board of Directors has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock Ordinary Shares for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the last possible date of participation therein by the holders of Common StockOrdinary Shares, whichever shall be the earlier. The Warrant Agent will charge separate fees to the Company for these transactions.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (cb) issue any rights, options or warrants entitling the holders of Common Stock to effect any capital reorganization, reclassification, consolidation or merger affecting the class subscribe for shares of Common Stock, as (c) make a wholetender offer, redemption offer or exchange offer with respect to the Common Stock, (d) take any action of the type described in Sections 4.1, 4.2, 4.4, 4.10, 4.11 or 4.12 (but only if the action of the type described in Sections 4.1, 4.2, 4.4, 4.10, 4.11 or 4.12 would result in an adjustment in the Warrant Price or the number of shares of Common Stock purchasable upon exercise of Warrants or a change in the kind or amount of securities or property (including cash) to be delivered upon exercise of a Warrant) or (e) effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, in each such case, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of shares of Common Stock and any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board of Directors of the Company (the “Board”) has determined to take any such action and (x) in the case of any action covered by clause (a) dividend or (b) above, distribution at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) offer to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders and the Warrant Agent a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will that would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company has taken any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (ai) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock Ordinary Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock Ordinary Shares or shares of stock of any class or any other securities, rights or options, (cii) issue any rights, options or warrants entitling the holders of Ordinary Shares to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, subscribe for Ordinary Shares or (diii) make a tender offer, redemption offer or exchange offer with respect to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyOrdinary Shares, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockOrdinary Shares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock Ordinary Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Ordinary Shares and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company has determined to take any such action and (x) in the case of any action covered by clause (ai) or (bii) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock Ordinary Shares for purposes of such action action, or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common StockOrdinary Shares, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its shares of Common Stock or to make any other non-cash dividend or distribution to the holders of its shares of Common Stock, (b) to offer the holders of its shares of Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its shares of Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.1(e), the Company shallshall within 5 Business Days of making such proposal, within the time limits specified below, tender offer or exchange offer send to each Holder the Holders a notice of such proposed action or offer. Such , such notice shall to be mailed by the Company to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take 15 15 place and the date of participation therein by the holders of shares of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the shares of Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 10 Business Days prior to the record date for determining holders of the shares of Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 20 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company Careside ------------------------------ shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, Stock (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of Careside or (f) make a tender offer or exchange offer with respect to the CompanyCommon Stock, the Company shall, Careside shall within the time limits specified below, 5 days send to each Holder the Holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Registeraccordance with Section 6.05, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock Shares or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Shares to subscribe for Common Shares or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyShares, the Company shall, within the time limits specified below, shall send to each Holder the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockShares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Shares and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock Share for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common StockShares, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (ai) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (bii) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (ciii) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (div) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each the Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders Holder at their addresses its address as they appear it appears in the Warrant RegisterRegister (as defined in Section 2(e)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant Certificate and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (ai) or (bii) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the ------------------------------ Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in each case, other than, in connection with the issuance of Exempted Securities), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer, unless the giving of such notice would cause the Company to be in violation of any applicable law or regulation. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company CyberShop shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of CyberShop or (f) make a tender offer or exchange offer with respect to the CompanyCommon Stock, the Company shall, CyberShop shall within the time limits specified below, 5 days send to each Holder the Holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (e) a Financing, the Company shall, within the time limits specified below, send to each the Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders Holder at their addresses its address as they appear it appears in the Warrant RegisterRegister (as defined in Section 2(d)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each this Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days Business Days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock Ordinary Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock Ordinary Shares or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Ordinary Shares to subscribe for Ordinary Shares or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyOrdinary Shares, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockOrdinary Shares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock Ordinary Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Ordinary Shares and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock Ordinary Shares for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common StockOrdinary Shares, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 5.5, the Company shall, shall within the time limits specified below, 5 Business Days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 Business Days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 5 Business Days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 10 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, 10 days send to each the Warrant Agent and the Warrant Agent or the Initial Warrant Agent, as applicable, shall within 10 days of its receipt thereof send the Holder a notice (in such form as shall be furnished to the Warrant Agent or the Initial Warrant Agent, as applicable, by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent or the Initial Warrant Agent, as applicable, to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its shares of Common Stock or to make any other non-cash dividend or distribution to the holders of its shares of Common Stock, (b) to offer the holders of its shares of Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its shares of Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.2(e), the Company shallshall within five (5) Business Days of making such proposal, within the time limits specified below, tender offer or exchange offer send to each Holder the Warrant Agent and the Warrant Agent shall within five (5) Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Company, or at the expense of the Company by the Warrant Agent, to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date date. In such issuance or event is to take place and the date of participation therein by the holders of shares of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the shares of Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days Business Days prior to the record date for determining holders of the shares of Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) offer to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (cb) issue any rights, options or warrants entitling the holders of Common Stock to effect any capital reorganization, reclassification, consolidation or merger affecting the class subscribe for shares of Common Stock, as a whole, or (dc) make a tender offer, redemption offer or exchange offer with respect to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCommon Stock, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders and the Warrant Agent a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Company has taken any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company ------------------------------ shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock Shares or to make any other non-cash dividend or distribution to the holders of its Common StockShares, (b) to offer the holders of its Common Stock Shares rights to subscribe for or to purchase any securities convertible into shares of Common Stock Shares or Shares or shares of stock of any class or any other securities, rights or options, (c) to effect any reclassification of its Shares, capital reorganization, reclassification, consolidation reorganization or merger affecting the class of Common Stock, as a whole, Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.1(f), the Company shallshall within 5 Business Days of making such proposal, within the time limits specified below, tender offer or exchange offer send to each Holder the Warrant Agent a notice and the Warrant Agent shall within 5 Business Days thereafter send the Holders such notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Company, or at the expense of the Company by the Warrant Agent, to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common StockShares, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock Shares and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock Shares and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 10 Business Days prior to the record date for determining holders of the Common Stock Shares for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 20 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common StockShares, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five days after any such action or offer send to each Holder the Warrant Agent a notice and the Warrant Agent shall within five days after receipt thereof send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Class A Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 Article IV which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such actionaction covered by clause (c) above, at least twenty (20) days prior to on the date of the taking of such proposed action or the date of participation therein by the holders of Common StockStock are originally notified of the applicable offer. Failure to give such notice, whichever or any defect therein, shall be not affect the earlierlegality or validity of such event.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, Extraordinary Transaction or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant RegisterCertificate register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) offer to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer all the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the registered holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price, Trigger Price (if applicable) and Trigger Volume (if applicable) after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution of securities to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.6, the Company shall, shall within the time limits specified below, five Business Days send to each Holder the Warrant Agent and the Administrative Agent and the Warrant Agent shall within five Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten five (105) days Business Days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty ten (2010) days Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting (including the class of Common Stock, as a whole, Corporate Change) or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) 20 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) 30 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the ------------------------------ Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting (including the class of Common Stock, as a whole, Corporate Change) or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) 20 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) 30 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five Business Days after any such action or offer send to each Holder the Warrant Agent a written notice (including all necessary information) and the Warrant Agent shall within five Business Days after receipt thereof send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days 10 Business Days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days 20 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Registerregister, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to this Section 4 11 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the board of directors has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company ------------------------------ Careside shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, Stock (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of Careside or (f) make a tender offer or exchange offer with respect to the CompanyCommon Stock, the Company shall, Careside shall within the time limits specified below, 5 days send to each Holder the Holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Registeraccordance with Section 6.05, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights rights, or options, (cb) issue any rights, options, or warrants entitling the holders of Common Stock to effect any capital reorganization, reclassification, consolidation or merger affecting the class subscribe for shares of Common Stock, as or (c) make a wholetender offer, redemption offer, or (d) exchange offer with respect to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCommon Stock, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution distribution, or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to issue to any Person its Common Stock or offer the holders of its Common Stock rights to subscribe for or to purchase any shares of Common Stock or other Capital Stock, securities convertible into shares of Common Stock or shares of stock of any class other Capital Stock or any other securities, rights rights, or options, (coptions,(c) to effect any capital reorganization, reclassificationconsolidation, consolidation or merger affecting the class of Common Stock, as a wholemerger, or (d) to effect the voluntary or involuntary dissolution, liquidation liquidation, or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 5.05, the Company shall, shall within 5 days send the time limits specified below, send to each Holder Holders a notice of such proposed action or offer. Such , such notice shall to be mailed to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution distribution,or rights, rights or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock Capital Stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price Price, in each case after giving effect to any adjustment pursuant to Section 4 which that will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to 26 22 the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its shares of Common Stock or to make any other non-cash dividend or distribution to the holders of its shares of Common Stock, (b) to offer the holders of its shares of Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its shares of Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.1(e), the Company shallshall within 5 Business Days of making such proposal, within the time limits specified below, tender offer or exchange offer send to each Holder the Holders a notice of such proposed action or offer. Such , such notice shall to be mailed by the Company to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of shares of Common Stock, if any such 17 14 date is to be fixed, and shall briefly indicate the effect of such action on the shares of Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 10 Business Days prior to the record date for determining holders of the shares of Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 20 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to this Section 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board of Directors of the Company has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 5.6, the Company shall, shall within 5 Business Days of the time limits specified below, effectiveness of any such event send to each Holder the Warrant Agent and the Administrative Agent and the Warrant Agent shall within two Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such actionaction (including any action contemplated by clause (a) of Section 5.4), at least twenty (20) days 30 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders Registered Holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the Registered Holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer, redemption offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Registered Holders a notice of such proposed action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders Registered Holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders the Registered Holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, If during the term in which the event that Warrants may be exercised by the Holder (A) the Company shall propose declare a dividend (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to in whatever form) on the holders of its Common Stock, (bB) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to offer the all holders of its the Common Stock rights or warrants to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of capital stock of any class class, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, rights cash or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a wholeproperty, or (dE) to effect the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the affairs of the Company, then, in each case, the Company shall, within the time limits specified below, send shall cause to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders Holder at their addresses its last address as they it shall appear in upon the Warrant RegisterRegister of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which shall specify the a record date is to be taken for the purposes purpose of such dividend, distribution distribution, redemption, rights or rightswarrants, or if a record is not to be taken, the date such issuance or event is to take place and as of which the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of record to be entitled to such action dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the case mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any other notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously disclose such action, at least twenty (20) days prior information in compliance with applicable securities laws. The Holder shall remain entitled to exercise the Warrant during the period commencing on the date of such notice to the taking of such proposed action or the effective date of participation therein by the holders of Common Stock, whichever shall event triggering such notice except as may otherwise be the earlierexpressly set forth herein.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder holder of the Warrants a notice of such proposed action or offer. Such notice shall be mailed to the Holders holders of the Warrants at their addresses as they appear in the Warrant RegisterRegister (as defined in Section 7(e)), which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (dc) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.06, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days of its receipt thereof send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rightsdistribution, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its shares of Common Stock or to make any other non-cash dividend or distribution to the holders of its shares of Common Stock, (b) to offer the holders of its shares of Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its shares of Common Stock, as a whole, capital reorganization or Combination or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 4.1(e), the Company shallshall within 5 Business Days of making such proposal, within the time limits specified below, tender offer or exchange offer send to each Holder the Warrant Agent and the Warrant Agent shall within 5 Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Company, or at the expense of the Company by the Warrant Agent, to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date date. In such issuance or event is to take place and the date of participation therein by the holders of shares of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the shares of Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 10 Business Days prior to the record date for determining determining, holders of the shares of Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 20 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of shares of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five days after any such action or offer send to each Holder the Warrant Agent a notice and the Warrant Agent shall within five days after receipt thereof send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the books of the Warrant RegisterRegistrar, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 Article IV which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.as

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the ------------------------------- Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Preferred Stock or Common Stock or to make any other non-cash dividend or distribution to the holders of its Debt Securities, Preferred Stock or Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (dc) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 5.08, the Company shall, shall within the time limits specified below, 5 days send to each Holder the Warrant Agent and the Warrant Agent shall within 5 days send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rightsdistribution, or the date such issuance or event is to take place and the date of participation therein by the holders of Debt Securities, Preferred Stock or Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Debt Securities, Preferred Stock or Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the principal amount of Debt Securities, or the number of shares of Preferred Stock or Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Debt Securities, Preferred Stock or Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Debt Securities, Preferred Stock or Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer or exchange offer with respect to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, shall send to each Holder the Warrant holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board of Directors of the Company (the "Board") has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in the event that If the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common StockStock (other than regular cash dividends or any increases thereof), (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its Common Stock, as a wholecapital reorganization or Fundamental Change, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, (e) to register any Common Stock pursuant to the Securities Act or (f) to effect any other event which would require adjustments under Article 4, the Company shall, shall within five Business Days of the time limits specified below, adoption of a Board resolution approving such action send to each Holder the Warrant Agent, and the Warrant Agent shall within five Business Days thereafter send the Holders, a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such action, such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date (if any) for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days 15 Business Days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such action, at least twenty (20) days 20 Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, ; (b) to offer the holders of its Common Stock rights to subscribe for or to purchase shares of Common Stock, any securities convertible into shares of Common Stock Stock, or shares of stock of any class or any other securities, rights or options, ; (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class reclassification of its Common Stock, as a whole, capital reorganization or Combination; or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or in the event of a tender offer or exchange offer described in Section 5.6, the Company shall, shall within five (5) Business Days of the time limits specified below, effectiveness of any such event send to each Holder the Warrant Agent and the Warrant Agent shall within two Business Days thereafter send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such , such notice shall to be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable purchasable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 which will be required as a result of such action. Such notice shall be given by the Company as promptly as possible and (x) and, in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) and, in the case of any other such actionaction (including any action contemplated by clause (a) of Section 5.4), at least twenty thirty (2030) days Business Days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling the holders of Common Stock to subscribe for shares of Common Stock or (c) make a tender offer or exchange offer with respect to effect any capital reorganizationthe Common Stock (with the understanding that neither (a), reclassification, consolidation or merger affecting the class of Common Stock, as a whole, (b) or (dc) applies to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyRights Offering), the Company shall, within the time limits specified below, shall send to each Holder the registered holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders registered holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Warrant Price after giving effect to any adjustment pursuant to Section this Article 4 which will would be required as a result of such action. Such notice shall be given as promptly as possible practicable after the Board of Directors of the Company (the “Board”) has determined to take any such action and (x) in the case of any action covered by clause (a) or (b) above, above at least ten (10) 10 days prior to the record date for determining the holders of the Common Stock for purposes of such action or (y) in the case of any other such action, action at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall publicly propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockcombination, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, 5 days after any public proposal send to each Holder the Holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders each Holder at their addresses its address as they appear it appears in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant the Warrants and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five Business Days after any such action or offer send to each Holder the Warrant Agent a notice and the Warrant Agent shall within five Business Days after receipt thereof send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 Article IV which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to declare, make or pay any dividend payable in securities of any class Distribution (as defined below), (b) offer, grant, issue or sells to the holders of its Common Stock any Purchase Rights (as defined below), (c) reclassify any of its Common Stock (other than a reclassification involving only the subdivision or to make combination of outstanding shares of Common Stock) or enter into any other non-cash dividend or distribution transaction that would cause the Warrants to the holders of its be exercisable for any securities other than Common Stock, (bd) to offer the holders of its Common Stock rights to subscribe for approve, consummate, effect or to purchase enter into any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or optionsCombination, (ce) to approve, consummate, effect or enter into any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a wholemerger, or (df) to approve, consummate, effect or enter into the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then the Company shall, within the time limits specified below, shall send to each Holder the Warrant Agent a notice and the Warrant Agent shall within five days after receipt thereof send the Holders a notice (in such form as shall be furnished to the Warrant Agent by the Company) of such proposed action or offer. Such notice shall be mailed by the Warrant Agent to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution Distribution or rightsPurchase Rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 Article IV which will be required as a result of such action. Such notice shall be given as promptly as possible and to Holders (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier, but in no event shall the Company be required to give notice prior to public announcement if the Company has in good faith determined that the matters relating to such notice constitute material, nonpublic information relating to the Company or its Subsidiaries.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock, or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), only if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, within the time limits specified below, shall send to each Holder a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rightsright, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section Article 4 which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

Notice of Certain Transactions. While this Warrant is outstanding, in In the event that the Company shall propose to (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) issue any (i) shares of Common Stock, (ii) rights, options or warrants entitling the holders thereof to subscribe for shares of Common Stock or (iii) securities convertible into or exchangeable or exercisable for Common Stock (in the case of (i), (ii) and (iii), if such issuance or adjustment would result in an adjustment hereunder), (d) effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stockmerger, as a whole, or (de) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or (f) make a tender offer or exchange offer with respect to the Common Stock, the Company shall, shall within the time limits specified below, five days after any such action or offer send to each Holder the Holders a notice of such proposed action or offer. Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Certificate Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect effect, if any, of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to Section 4 this Article IV which will be required as a result of such action. Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.