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: Emisphere Technologies Inc, Emisphere Technologies Inc, 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: Sunshine Heart, Inc., Sunshine Heart, Inc., 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 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: Rodobo International Inc, Pluristem Therapeutics Inc, 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), Underwriting Agreement (NGAS Resources Inc), 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 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), Placement Agency Agreement (Delcath Systems Inc), 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 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: Antares Pharma, Inc., Antares Pharma, 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 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)

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: Corvis Corp

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: Neorx 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: Cytori Therapeutics, Inc.

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