Common use of Notice of Corporate Events Clause in Contracts

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however , that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 8 contracts

Samples: Warrant Agreement (Emisphere Technologies Inc), Warrant Agreement (Emisphere Technologies Inc), Warrant Agreement (Emisphere Technologies Inc)

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Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including including, without limitation limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiarysubsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction Change in Control or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 Trading Days ten (10) business days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, transaction and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 6 contracts

Samples: Security Agreement (Sunshine Heart, Inc.), Securities Agreement (Sunshine Heart, Inc.), Security Agreement (Sunshine Heart, Inc.)

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including including, without limitation limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any SubsidiaryCompany, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 ten (10) Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps reasonably necessary in order to give insure that the Holder is given the practical opportunity to exercise this Warrant prior to such timetime so as to participate in or vote with respect to such transaction; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 5 contracts

Samples: Engagement Agreement for Strategic Consulting Services (Aqua Metals, Inc.), Convertible Secured Promissory Note Conversion Agreement (Mobivity Holdings Corp.), Securities Purchase Agreement (Tablemax Corp)

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 ten (10) Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 5 contracts

Samples: Warrant Agreement (Rodobo International Inc), Warrant Agreement (Pluristem Therapeutics Inc), Warrant Agreement (Pluristem Therapeutics Inc)

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including including, without limitation limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any SubsidiaryCompany, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public nonpublic information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 ten (10) Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps reasonably necessary in order to give insure that the Holder is given the practical opportunity to exercise this Warrant prior to such timetime so as to participate in or vote with respect to such transaction; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 4 contracts

Samples: Credit Facility Agreement (Mobivity Holdings Corp.), Credit Facility Agreement (Mobivity Holdings Corp.), Credit Facility Agreement (Mobivity Holdings Corp.)

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any definitive agreement contemplating for or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 3 contracts

Samples: Underwriting Agreement (NGAS Resources Inc), Warrant Agreement (Delcath Systems Inc), Underwriting Agreement (NGAS Resources Inc)

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 3 contracts

Samples: Restructuring Agreement (Emisphere Technologies Inc), Warrant Agreement (Delcath Systems Inc), Placement Agency Agreement (Delcath Systems Inc)

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating contemplating, or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 ten (10) Trading Days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give the Holder the practical opportunity to exercise this Warrant prior to such time; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 2 contracts

Samples: Loan and Security Agreement (HydroGen CORP), Loan and Security Agreement (HydroGen CORP)

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Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiarysubsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 Trading Days business days prior to the applicable record or effective date on which a Person person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 2 contracts

Samples: Warrant to Purchase Common Stock (Antares Pharma, Inc.), Warrant to Purchase Common Stock (Antares Pharma, Inc.)

Notice of Corporate Events. If, while this Warrant Additional Investment Right is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including including, without limitation limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiarysubsidiary of the Company, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder shareholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction transaction, at least 10 Trading Days prior to the applicable record or effective date on which a Person person or entity would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps reasonably necessary in order to give insure that the Holder is given the practical opportunity to exercise this Warrant Additional Investment Right prior to such timetime so as to participate in or vote with respect to such transaction; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 1 contract

Samples: Securities Agreement (Corvis Corp)

Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including including, without limitation limitation, any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 Trading Days prior to the applicable record or effective date on which a Person person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however , that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 1 contract

Samples: Warrant Agreement (Cytori Therapeutics, Inc.)

Notice of Corporate Events. If, while this Warrant is outstanding, If the Company (i) declares takes a record of the holders of its Common Stock for the purpose of entitling them to a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any a binding written agreement contemplating or solicits stockholder approval for any Fundamental Transaction Transaction, or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction transaction, at least 10 Trading Days 20 calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps reasonably necessary in order to give insure that the Holder is given the practical opportunity to exercise this Warrant prior to such timetime so as to participate in or vote with respect to such transaction; provided, however however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Appears in 1 contract

Samples: Securities Purchase Agreement (Neorx Corp)

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