Common use of NOTICE OF CORPORATE ACTIONS Clause in Contracts

NOTICE OF CORPORATE ACTIONS. If at any time: (a) Borrower shall take a record of the holders of its Series E Preferred 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 Borrower) 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 Borrower, any reclassification or recapitalization of the capital stock of Borrower or any consolidation or merger of Borrower with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of Borrower to, another corporation, or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding up of Borrower; then, in any one or more of such cases, Borrower shall give to Lender at least 30 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. 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 Series E Preferred Stock shall be entitled to any such dividend, distribution or right, 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 Series E Preferred Stock shall be entitled to exchange their shares of Series E Preferred 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 Lender at the last address of Lender appearing on the books of Borrower and delivered in accordance with Section 9.7.

NOTICE OF CORPORATE ACTIONS. If at any time:TAKING OF RECORD; TRANSFER BOOKS (a) Borrower In case: (i) the Company shall take a record of the holders of its Series E Preferred 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 Borrower) in, or other distributiondistribution of, additional shares of Common Stock; or (ii) the Company shall grant to the holders of its Common Stock rights or any right warrants to subscribe for or purchase any evidences of its indebtedness, any shares of capital stock of any class or any other securities or property, or to receive any other right, class; or (biii) there shall be any capital reorganization of Borrower, any reclassification or recapitalization of the capital stock Common Stock (other than a subdivision or combination of Borrower or any consolidation or merger the outstanding shares of Borrower withCommon Stock), or of any saleconsolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer or other disposition of all or substantially all of the property, assets or business of Borrower to, another corporation, the Company; or (civ) there shall be a of the voluntary or involuntary dissolution, liquidation or winding up of Borrowerthe Company; then, in or (v) the Company or any one Subsidiary shall commence a tender offer for all or more a portion of the outstanding shares of Common Stock (or shall amend any such cases, Borrower shall give tender offer to Lender change the maximum number of shares being sought or the amount or type of consideration being offered therefor); then the Company will cause to be mailed to the Holder at least 30 days' 25 days prior written to the applicable record, effective or expiration date hereinafter specified, a notice of stating (x) the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. 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 rightgranting of rights or warrants, or, if a record is not to be taken, the date on as of which the holders of Series E Preferred Common Stock shall of record who will be entitled to any such dividend, distribution distribution, rights or rightwarrants are to be determined, and the amount and character thereof, and (iiy) the date on which any such reorganizationreclassification, reclassificationconsolidation, merger, consolidationshare exchange, sale, transfer, disposition, dissolution, liquidation or winding up is expected to take place become effective, and the time, if any such time is to be fixed, date as of which the it is expected that holders of Series E Preferred Common Stock of record shall be entitled to exchange their shares of Series E Preferred Common Stock for securities securities, cash or other property deliverable upon such reorganizationreclassification, reclassificationconsolidation, merger, consolidationshare exchange, sale, transfer, disposition, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of the amendment thereto). Each such written Such notice shall also set forth such facts with respect thereto as shall be sufficiently given if addressed reasonably necessary to Lender at indicate the last address effect of Lender appearing such action on the Exercise Price and the number and kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon exercise of the Warrants. Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (i) through (v) of this SECTION 9(A). (b) The Company shall not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or warrant transfer books so as to result in preventing or delaying the exercise or transfer of Borrower and delivered in accordance with Section 9.7this Warrant.

NOTICE OF CORPORATE ACTIONS. If at any time: (a1) Borrower shall take a record of the holders of its Series E H Preferred 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 Borrower) 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 (b2) there shall be any capital reorganization of Borrower, any reclassification or recapitalization of the capital stock of Borrower or any consolidation or merger of Borrower with, or any sale, transfer or other disposition of all or substantially all the property, assets or business of Borrower to, another corporation, or (c3) there shall be a voluntary or involuntary dissolution, liquidation or winding up of Borrower; then, in any one or more of such cases, Borrower shall give to Lender at least 30 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. 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 Series E H Preferred Stock shall be entitled to any such dividend, distribution or right, 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 Series E Preferred Stock shall be entitled to exchange their shares of Series E Preferred 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 Lender at the last address of Lender appearing on the books of Borrower and delivered in accordance with Section 9.7.such

NOTICE OF CORPORATE ACTIONS. If at any time: TAKING OF RECORD; TRANSFER BOOKS Notices of Corporate Actions. In the event of: (a) Borrower shall take any taking by the Company of a record of the holders of its Series E Preferred Stock any class of securities for the purpose of entitling them determining the holders thereof who are entitled to receive a any 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 Borrower) or other distribution, or any right to subscribe for for, purchase or purchase any evidences of its indebtedness, otherwise acquire any shares of capital stock of any class or any other securities or propertysecurities, or to receive any other right, or (b) there shall be any capital reorganization of Borrowerthe Company, any reclassification or recapitalization of the capital stock of Borrower the Company or any consolidation or merger of Borrower with, involving the Company and any other Person or any sale, transfer or other disposition of all or substantially all the property, assets of the Company to another Person or business of Borrower to, another corporation, or (c) there shall be a any voluntary or involuntary dissolution, liquidation or winding winding-up of Borrower; thenthe Company, in any one or more the Company shall mail to each Holder of such cases, Borrower shall give to Lender at least 30 days' prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. Such notice Warrant in accordance with the foregoing clause also shall specify provisions of Section 15.2 hereof a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the date on which the holders amount and character of Series E Preferred Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, right and (ii) the date or expected date on which any such reorganization, reclassification, mergerrecapitalization, consolidation, salemerger, transfer, disposition, dissolution, liquidation or winding winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of Series E Preferred record of Common Stock shall be entitled to exchange their shares of Series E Preferred Common Stock for the securities or other property Other Property deliverable upon such dividend, distribution, reorganization, reclassification, mergerrecapitalization, consolidation, salemerger, transfer, disposition, dissolution, liquidation or winding upwinding-up and a description in reasonable detail of the transaction. Each such written Such notice shall be sufficiently given if addressed mailed to Lender the extent practicable at least thirty (30), but not more than ninety (90) days prior to the last address date therein specified. The failure by the Company to give such notice or any defect therein shall not affect the legality or validity of Lender appearing on any such dividend, distribution, reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation or winding-up, or the books vote upon any action. In the event that the Company at any time sends any other notice to the holders of Borrower and delivered in accordance with Section 9.7its Common Stock, it shall concurrently send a copy of such notice to each Holder of a Warrant.

NOTICE OF CORPORATE ACTIONS. If at any time:TAKING OF RECORD; TRANSFER BOOKS (a) Borrower In case: (i) the Company shall take a record of the holders of its Series E Preferred 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 Borrower) in, or other distributiondistribution of, additional shares of Common Stock; or (ii) the Company shall grant to the holders of its Common Stock rights or any right warrants to subscribe for or purchase any evidences of its indebtedness, any shares of capital stock of any class or any other securities or property, or to receive any other right, class; or (biii) there shall be any capital reorganization of Borrower, any reclassification or recapitalization of the capital stock Common Stock (other than a subdivision or combination of Borrower or any consolidation or merger the outstanding shares of Borrower withCommon Stock), or of any saleconsolidation, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer or other disposition of all or substantially all of the property, assets or business of Borrower to, another corporation, the Company; or (civ) there shall be a of the voluntary or involuntary dissolution, liquidation or winding up of Borrowerthe Company; then, in or (v) the Company or any one Subsidiary shall commence a tender offer for all or more a portion of the outstanding shares of Common Stock (or shall amend any such cases, Borrower shall give tender offer to Lender change the maximum number of shares being sought or the amount or type of consideration being offered therefor); then the Company will cause to be mailed to the Holder at least 30 days' 25 days prior written to the applicable record, effective or expiration date hereinafter specified, a notice of stating (x) the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up. 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 rightgranting of rights or warrants, or, if a record is not to be taken, the date on as of which the holders of Series E Preferred Common Stock shall of record who will be entitled to any such dividend, distribution distribution, rights or rightwarrants are to be determined, and the amount and character thereof, and (iiy) the date on which any such reorganizationreclassification, reclassificationconsolidation, merger, consolidationshare exchange, sale, transfer, disposition, dissolution, liquidation or winding up is expected to take place become effective, and the time, if any such time is to be fixed, date as of which the it is expected that holders of Series E Preferred Common Stock of record shall be entitled to exchange their shares of Series E Preferred Common Stock for securities securities, cash or other property deliverable upon such reorganizationreclassification, reclassificationconsolidation, merger, consolidationshare exchange, sale, transfer, disposition, dissolution, liquidation or winding up, or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of the amendment thereto). Each such written Such notice shall also set forth such facts with respect thereto as shall be sufficiently given if addressed reasonably necessary to Lender at indicate the last address effect of Lender appearing such action on the Exercise Price and the number and kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such action or deliverable upon exercise of the Warrants. Neither the failure to give any such notice nor any defect therein shall affect the legality or validity of any action described in clauses (i) through (v) of this SECTION 9(a). (b) The Company shall not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or warrant transfer books so as to result in preventing or delaying the exercise or transfer of Borrower and delivered in accordance with Section 9.7this Warrant.