Common use of Notice of Corporate Action Clause in Contracts

Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation, or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Xxxxxx appearing on the books of the Company and delivered in accordance with Section 17(d).

Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, corporation or, (c) there shall be a voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Common Stock Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Xxxxxx Hxxxxx appearing on the books of the Company and delivered in accordance with Section 17(d16(d).

Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or, (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Common Stock Warrant Shares for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Xxxxxx Holder appearing on the books of the Company and delivered in accordance with Section 17(d).

Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock Shares for the purpose of entitling them to receive a dividend (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company) or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (i) at least 20 days’ prior written notice of the date on which a record date shall be selected for such dividend dividend, distribution or distribution right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidationdissolution, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock Shares shall be entitled to any such dividend dividend, distribution or distributionright, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to the Holder at the last address of Xxxxxx the Holder appearing on the books of the Company and delivered in accordance with Section 17(d)15.2.

Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation, or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Xxxxxx Holder appearing on the books of the Company and delivered in accordance with Section 17(d).

Notice of Corporate Action. If at any timeIn case: (a) of any consolidation or merger to which the Company shall take is a record party and for which approval of any stockholders of the holders Company is required, or of its the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock for issuable upon exercise of the purpose Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of entitling them to receive a dividend subdivision or other distribution, combination); or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Company; then, in any one or more of such cases, then the Company shall give cause to Holder (i) prior written notice be given to each of the date Holders at his or her address appearing on which a the Warrant register, at least 10 days prior to the applicable record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidationhereinafter specified, or winding up, and (ii) promptly in the case of any such reorganizationevents for which there is no record date, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distributionSection 14.1, and the amount and character thereof, and (ii) a written notice stating the date on which any such reorganization, reclassificationconsolidation, merger, consolidation, saleconveyance, transfer, disposition, dissolution, liquidation, liquidation or winding up is expected to take place become effective or consummated, and the time, if any such time is to be fixed, date as of which the it is expected that holders of record of shares of Common Stock shall be entitled to exchange their Common Stock such shares for securities or other property property, if any, deliverable upon such dispositionreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Each such written The failure to give the notice required by this Section 7.2 or any defect therein shall be sufficiently given if addressed to Holder at not affect the last address legality or validity of Xxxxxx appearing on any consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the books of the Company and delivered in accordance with Section 17(d)vote upon any action.

Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of the Company; then, in any one or more of such cases, the Company shall give to Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation, or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Xxxxxx Hxxxxx appearing on the books of the Company and delivered in accordance with Section 17(d).

Notice of Corporate Action. If at any timeIn case: (a) of any consolidation or merger to which the Company shall take is a record party and for which approval of any stockholders of the holders Company is required, or of its the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of New Common Stock for issuable upon exercise of the purpose Warrants (other than a change in par value, or from no par value, or as a result of entitling them to receive a dividend subdivision or other distribution, combination); or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give cause to Holder (i) prior written notice be given to each of the date Holders at his or her address appearing on which a the Warrant register, at least 10 days prior to the applicable record date shall be selected for such dividend or distribution or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidationhereinafter specified, or winding up, and (ii) promptly in the case of any such reorganizationevents for which there is no record date, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend or distributionSection 14.1, and the amount and character thereof, and (ii) a written notice stating the date on which any such reorganization, reclassificationconsolidation, merger, consolidation, saleconveyance, transfer, disposition, dissolution, liquidation, liquidation or winding up is expected to take place become effective or consummated, and the time, if any such time is to be fixed, date as of which the it is expected that holders of record of shares of New Common Stock shall be entitled to exchange their Common Stock such shares for securities or other property property, if any, deliverable upon such dispositionupon, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Each such written The failure to give the notice required by this Section 7.2 or any defect therein shall be sufficiently given if addressed to Holder at not affect the last address legality or validity of Xxxxxx appearing on any consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the books of the Company and delivered in accordance with Section 17(d)vote upon any action.

Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company) or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or (b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (subject to the Holder’s execution of a reasonable confidentiality agreement) (i) at least 10 days’ prior written notice of the date on which a record date shall be selected for such dividend dividend, distribution or distribution right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidationdissolution, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up, at least 10 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the record date for such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend dividend, distribution or distributionright, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to the Holder at the last address of Xxxxxx the Holder appearing on the books of the Company and delivered in accordance with Section 17(d)13.2.

Notice of Corporate Action. If at any time: (a) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidence of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right; or (b) there shall be occur any capital reorganization of the Companyreorganization, any reclassification or recapitalization of the capital stock of the Companyrecapitalization, or any consolidation or reclassification, consolidation, merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation, or winding up of Reorganization Event involving the Company; then, then in any one or more of such cases, the Company shall give to the Warrant Holder (i) at least ten (10) Trading Days prior written notice of the date on which a record date shall be selected for such dividend dividend, distribution or distribution right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation, liquidation or winding up, and (ii) in the case of any such reorganization, recapitalization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, merger or winding up, other Reorganization Event involving the Company at least ten (10) Trading Days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause shall also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend dividend, distribution or distributionright, and the amount and character thereof, and (ii) the date on which any such reorganization, recapitalization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, merger or winding up other Reorganization Event involving the Company is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Xxxxxx appearing on the books of the Company and delivered in accordance with Section 17(d).

Notice of Corporate Action. If at any time: (ai) the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend (other than a cash dividend payable out of earnings or earned surplus legally available for the payment of dividends under the laws of the jurisdiction of incorporation of the Company) or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to receive any other right, or (bii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of the Company to, another corporation, or (ciii) there shall be a voluntary or involuntary dissolution, liquidation, liquidation or winding up of the Company; then, in any one or more of such cases, the Company shall give to the Holder (i) at least 10-days' prior written notice of the date on which a record date shall be selected for such dividend dividend, distribution or distribution right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidationdissolution, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up, at least 10-days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend dividend, distribution or distributionright, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to the Holder at the last address of Xxxxxx the Holder appearing on the books of the Company and delivered in accordance with Section 17(d11(d).. -6-