Common use of Notice of Distributions, Rights of Reorganization, Etc Clause in Contracts

Notice of Distributions, Rights of Reorganization, Etc. In case at any time: (1) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (2) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company, or sale of all or substantially all of its assets to, another corporation; or (3) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then in any one or more of said cases, the Company shall give written notice, to the holder of this Convertible Note, of the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the dates as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Appears in 6 contracts

Samples: Convertible Note (Victoria Industries Inc), Convertible Note (Victoria Industries Inc), Convertible Note (Victoria Industries Inc)

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Notice of Distributions, Rights of Reorganization, Etc. In case at any time: (1) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividend) to the holders of its Common Stock; (2) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or other rights; (23) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company, or sale of all or substantially all of its assets to, another corporation; or (34) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then in any one or more of said cases, the Company shall give written notice, to the holder of this Convertible Note, of the date on which (a) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (b) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the dates as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Such written notice shall be given at least 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Appears in 3 contracts

Samples: Subordinated Note (Oxford Ventures Inc), Subordinated Note (Oxford Ventures Inc), 10% Subordinated Note (Oxford Ventures Inc)

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