Notice of Corporate Events. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereof, (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (iv) 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, cash or property, or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register 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 a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such 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 mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Celgene Corp /De/), Stock Purchase Agreement (Alliqua, Inc.), Stock Purchase Agreement (Celgene Corp /De/)
Notice of Corporate Events. If (ia) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, (iib) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iiic) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivd) the approval of any stockholders of the Company shall be required in connection with any reclassification Change of Control transaction or Fundamental Transaction, (e) the Common Stock, any consolidation entering into an agreement to effectuate a Change of Control transaction 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, cash or propertyFundamental Transaction, or (vf) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs Liquidation of the Company, then, in each case, ; then the Company shall cause file a press release or Current Report on Form 8-K to be mailed to disclose such occurrence and notify the Holder Holders at its their last address addresses as it they shall appear upon the Warrant Register stock books 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 a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any such reclassification, consolidation, merger, sale, transfer Change of Control transaction or share exchange Fundamental Transaction 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 any such reclassification, consolidation, merger, sale, transfer Change of Control Transaction or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such noticeFundamental Transaction. The Holder shall remain Holders are entitled to exercise convert principal amount of this Warrant Debenture during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 4 contracts
Samples: Millennium Cell Inc, Millennium Cell Inc, Millennium Cell Inc
Notice of Corporate Events. If (ia) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, (iib) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iiic) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivd) the approval of any stockholders of the Company shall be required in connection with any reclassification Change of Control transaction or Fundamental Transaction, (e) the Common Stock, any consolidation entering into an agreement to effectuate a Change of Control transaction 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, cash or propertyFundamental Transaction, or (vf) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs Liquidation of the Company, then, in each case, ; then the Company shall cause file a press release or Current Report on Form 8-K to be mailed to disclose such occurrence and notify the Holder Holders at its their last address addresses as it they shall appear upon the Warrant Register stock books 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 a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any such reclassification, consolidation, merger, sale, transfer Change of Control transaction or share exchange Fundamental Transaction 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 any such reclassification, consolidation, merger, sale, transfer Change of Control Transaction or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such noticeFundamental Transaction. The Holder shall remain Holders are entitled to exercise convert principal amount of this Warrant Secured Debenture during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 2 contracts
Samples: Millennium Cell Inc, Millennium Cell Inc
Notice of Corporate Events. If (ia) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, (iib) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iiic) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivd) the approval of any stockholders of the Company shall be required in connection with any reclassification Change of Control transaction or Fundamental Transaction, (e) the Common Stock, any consolidation entering into an agreement to effectuate a Change of Control transaction 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, cash or propertyFundamental Transaction, or (vf) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs Liquidation of the Company, then, in each case, ; then the Company shall cause file a press release or Current Report on Form 8-K to be mailed to disclose such occurrence and notify the Holder Holders at its their last address addresses as it they shall appear upon the Warrant Register stock books 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 a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any such reclassification, consolidation, merger, sale, transfer Change of Control transaction or share exchange Fundamental Transaction 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 any such reclassification, consolidation, merger, sale, transfer Change of Control Transaction or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such noticeFundamental Transaction. The Holder shall remain Holders are entitled to exercise convert principal amount of this Warrant Unsecured Debenture during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 2 contracts
Samples: Millennium Cell Inc, Millennium Cell Inc
Notice of Corporate Events. If If: (ia) the Company shall declare a ----------------------------- dividend (or any other distribution in whatever formdistribution) on the Common Stock, (iib) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iiic) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivd) 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, cash or propertyFundamental Transaction, or (ve) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, ; then the Company shall cause file a press release or Current Report on Form 8-K to be mailed to disclose such occurrence and notify the Holder Holders at its their last address addresses as it they shall appear upon the Warrant Register stock books 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 a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any such reclassification, consolidation, merger, sale, transfer or share exchange Fundamental Transaction 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 any such reclassification, consolidation, merger, sale, transfer or share exchange; provided that Fundamental Transaction. Holders are entitled to convert the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity outstanding principal amount of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant Debentures during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 1 contract
Samples: Electric Fuel Corp
Notice of Corporate Events. If (ia) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, (iib) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iiic) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivd) the approval of any stockholders of the Company shall be required in connection with any reclassification Change of Control transaction or Fundamental Transaction, (e) the Common Stock, any consolidation entering into an agreement to effectuate a Change of Control transaction 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, cash or propertyFundamental Transaction, or (vf) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs Liquidation of the Company, then, in each case, ; then the Company shall cause file a press release or Current Report on Form 8-K to be mailed to disclose such occurrence and notify the Holder Holders at its their last address addresses as it they shall appear upon the Warrant Register stock books 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 a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any such reclassification, consolidation, merger, sale, transfer Change of Control transaction or share exchange Fundamental Transaction 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 any such reclassification, consolidation, merger, sale, transfer Change of Control Transaction or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such noticeFundamental Transaction. The Holder shall remain Holders are entitled to exercise convert principal amount of this Warrant Exchange Debenture during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 1 contract
Samples: Millennium Cell Inc
Notice of Corporate Events. If (ia) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, (iib) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iiic) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivd) the approval of any stockholders of the Company shall be required in connection with any reclassification Change of Control transaction or Fundamental Transaction, (e) the Common Stock, any consolidation entering into an agreement to effectuate a Change of Control transaction 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, cash or propertyFundamental Transaction, or (vf) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs Liquidation of the Company, then, in each case, ; then the Company shall cause file a press release or Current Report on Form 8-K to be mailed to disclose such occurrence, and the Holder Company shall notify the Holders at its their last address addresses as it they shall appear upon the Warrant Register of the CompanyDebenture Register, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a stating in such notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any such reclassification, consolidation, merger, sale, transfer Change of Control transaction or share exchange Fundamental Transaction 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 any such reclassification, consolidation, merger, sale, transfer Change of Control transaction or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such noticeFundamental Transaction. The Holder shall remain Holders are entitled to exercise convert any principal amount of this Warrant Debenture (including the Premium accrued thereon) during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 1 contract
Samples: Millennium Cell Inc
Notice of Corporate Events. If (iA) the Company shall declare declares a dividend (or any other distribution of cash, securities or other property in whatever form) on the Common Stock, including any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary or of any rights, (iiB) the Company shall declare declares a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivC) 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, cash or property, or (vD) the Company shall authorize authorizes the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be mailed deliver to the Holder at its last address as it shall appear upon the Warrant Register of the CompanyHolder, at least 20 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, or redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants redemption are to be determined 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 provided, however, that the failure to mail deliver such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified described in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiary, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Appears in 1 contract
Samples: Livedeal Inc
Notice of Corporate Events. If (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (iv) 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, cash or property, or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register 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 a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such 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 mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Appears in 1 contract
Samples: chatAND, Inc.
Notice of Corporate Events. If the Company (i) the Company shall declare declares a dividend (or any other distribution of cash, securities or other property in whatever form) on the respect of its Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption including without limitation any granting of the Common Stock applicable to all holders thereof, (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of the Company or any class or of any rightsSubsidiary, (ivii) the authorizes or approves, enters into any agreement contemplating, or solicits, stockholder approval of any stockholders of the Company shall be required in connection with for any reclassification of the Common StockStock or any merger, any consolidation sale or merger similar transaction pursuant 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 securitiesor exchanged for cash, cash securities or property, property or (viii) the Company shall authorize authorizes the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 15 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such 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 mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain is entitled to exercise this Warrant during the 15-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 1 contract
Notice of Corporate Events. If (ia) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, (iib) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iiic) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivd) the approval of any stockholders of the Company shall be required in connection with any reclassification Change of the Common Stock, any consolidation Control Transaction 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, cash or propertyFundamental Transaction, or (ve) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, ; then the Company shall cause file a press release or Current Report on Form 8-K to be mailed to disclose such occurrence and notify the Holder Holders at its their last address addresses as it they shall appear upon the Warrant Register stock books 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 a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any such reclassification, consolidation, merger, sale, transfer Change of Control Transaction or share exchange Fundamental Transaction 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 any such reclassification, consolidation, merger, sale, transfer Change of Control Transaction or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such noticeFundamental Transaction. The Holder shall remain Holders are entitled to exercise convert the Conversion Amount of this Warrant Debenture during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 1 contract
Samples: Visual Networks Inc
Notice of Corporate Events. If (ia) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Common Stock, (iib) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iiic) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (ivd) the approval of any stockholders of the Company shall be required in connection with any reclassification Change of Control Transaction, (e) the Common Stock, any consolidation or merger entering into an agreement to which the Company is effectuate a party, any sale or transfer Change 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, cash or propertyControl Transaction, or (vf) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, ; then the Company shall cause file a press release or Current Report on Form 8-K to be mailed to disclose such occurrence and notify the Holder Holders at its their last address addresses as it they shall appear upon the Warrant Register stock books of the Company, at least 20 25 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which any such reclassification, consolidation, merger, sale, transfer or share exchange Change of Control Transaction 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 any such reclassificationChange of Control Transaction, consolidationprovided, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice, which failure shall not effect the obligations of the Company and the rights of the Holders hereunder. The Holder shall remain Holders are entitled to exercise convert principal amount of this Warrant Debenture during the 20-day period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth hereinnotice.
Appears in 1 contract
Samples: Merix Corp
Notice of Corporate Events. If If, while this Warrant is outstanding, (i) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock applicable to all holders thereofStock, (iii) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (iv) 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, cash or propertyproperty or other Fundamental Transaction, or (v) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 five (5) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such 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 deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise To the extent that any notice provided in this Warrant during constitutes, or contains, material non-public information regarding the period commencing on the date of such notice to the effective date Company or any of the event triggering Subsidiaries, the Company shall promptly disclose such notice except as may otherwise be expressly set forth herein.material non-public information with the Commission pursuant to a Current Report on Form 8-K.
Appears in 1 contract
Samples: Alimera Sciences Inc