Common use of Notice of Events Clause in Contracts

Notice of Events. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) 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, (D) 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 (E) 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 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, 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.

Notice of Events. 4.1 In the event that the Company (i) files a registration statement (including confidential registration) for a public offering, or (ii) receives written terms and a bona fide offer for a Liquidity Event, the Company shall, at least 20 (twenty) days prior to the Exit Transaction, provide written notice of such filing or offer to the Holder (the “Company Notice”) unless the giving of such notice is barred by applicable law or by a non-disclosure agreement governing such offer. If the giving of such notice is barred, and during the period in which the giving of such notice is barred the Warrant would otherwise have expired, then the Warrant will remain in full force and effect for a further period of 20 (Atwenty) days after the date when such notice may be given. 4.2 Without derogating from the provisions of section 4.1 and in addition thereto, if at any time the Company shall declare a dividend (offer for subscription pro rata to the holders of its shares any additional shares of any class, other rights or any other distribution in whatever form) on the Common Stockequity security of any kind, (B) the Company or there shall declare a special nonrecurring cash dividend on be any capital reorganization or a redemption reclassification of the Common Stock, (C) the Company shall authorize the granting to all holders capital shares of the Common Stock rights Company, or warrants to subscribe for consolidation or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders merger of the Company shall be required in connection with any reclassification of the Common Stockwith, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the its assets of the Company, to another person or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company there shall authorize the be a voluntary or involuntary dissolution, liquidation or winding winding-up of the affairs of the Company, or other event described in Section 10 of this Warrant, then, in each caseany one or more of said cases, the Company shall cause to be mailed to give the Holder at its last address as it shall appear upon the Warrant Register written notice of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which (i) a record is to shall be taken for the purpose of such dividend, distribution, redemption, subscription rights or warrants(ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or if a record is not to be takenwinding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock record of record to shares shall participate in such subscription rights, or shall be entitled to exchange their shares for securities or other property deliverable upon such dividendreorganization, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer dissolution, liquidation or share exchange winding-up, as the case may be. Unless prohibited under the law or by a non-disclosure agreement governing such transaction, such written notice shall be given by not later than 30 (Thirty) days prior to the action in question and by not later than 30 (Thirty) days prior to the record date in respect thereto. If the giving of such notice is expected prohibited under the law or by a non-disclosure agreement governing such transaction, and during the period in which the giving of such notice is prohibited the Warrant would otherwise have expired, the Warrant will remain in full force and effect for a further period of 30 (Thirty) days after the date when such notice may be given. In the event that the Certificate of Incorporation or any agreement to become effective which the Company is a party provides any shareholders of the Company any co-sale or closetag-along rights upon the sale of shares by any other shareholder, and the date as of which Holder, if it is expected that holders of the Common Stock of record shall held Warrant Shares would be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon participate in such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure provisions of this Section 4.1 shall apply, mutates mutandis, and the Company will give all necessary notices to mail such notice or any defect therein or the Holder to enable it to exercise the Warrant in a timely manner so as to be able to participate in the mailing thereof shall not affect the validity of the corporate action required to be specified in such noticesale.

Notice of Events. If In case: ---------------- (A1) the Company shall declare a dividend (or any other distribution on its Common Stock payable (i) otherwise than exclusively in whatever formcash or (ii) on the Common Stock, exclusively in cash in an amount that would require any adjustment pursuant to this Section 2; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C2) the Company shall authorize the granting to all the holders of the its Common Stock rights of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights, ; or (D3) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, or of any consolidation consolidation, merger or merger share exchange to which the Company is a partyparty and for which approval of any shareholders of the Company is required, any sale or of the conveyance, sale, transfer or lease 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 ; or (E4) the Company shall authorize of the voluntary or involuntary dissolution, liquidation or winding up of the affairs Company; or (5) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company, then, in each case, 's outstanding Common Stock (or shall amend any such tender offer); then the Company shall cause to be mailed delivered to the Holder at its last address as it shall appear upon the Warrant Register holder of the Companythis Security, at least twenty 20 days (20or 10 days in any case specified in clause (1) calendar days or (2) above) prior to the applicable record or record, expiration and effective date hereinafter specified, a notice stating (xA) the date on which a record is to be taken for the purpose of such dividend, distribution, redemptionrights, rights options or warrants, or 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, distributionsdistribution, redemptionrights, rights options or warrants are to be determined or determined, (yB) the date on which the right to make tenders under such tender offer expires and (C) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange winding up is expected to become effective or closeeffective, 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, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange; provided that winding up. Neither the failure to mail give such notice or nor any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action required to be specified proceedings described in such noticeclauses (1) through (5) of this Section 2(k).

Notice of Events. If (A) the Company or Parent shall declare a dividend (or any other distribution in whatever formdistribution) on the Company Common Stock or Parent Common Stock, as applicable; (B) the Company or Parent shall declare a special nonrecurring cash dividend on or a redemption of the Company Common Stock or Parent Common Stock, ; (C) the Company or Parent shall authorize the granting to all holders of the Company Common Stock or Parent Common Stock, as applicable, rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, ; (D) the approval of any stockholders of the Company or Parent shall be required in connection with any reclassification of the Company Common Stock or Parent Common Stock, any consolidation or merger to which the Company or Parent is a party, any sale or transfer of all or substantially all of the assets of the CompanyCompany or Parent, or of any compulsory share exchange whereby the Company Common Stock or Parent Common Stock is converted into other securities, cash or property, or ; (E) the Company or Parent shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, Company or Parent; then, in each case, the Company or Parent, as applicable, shall cause to be filed at each office or agency maintained for the purpose of conversion of the Debentures, and shall cause to be mailed to the Holder Holders at its their last address addresses as it they shall appear upon the Warrant Register stock books of the CompanyCompany or Parent, as applicable, at least twenty (20) 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 Company Common Stock or Parent 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 Company Common Stock or Parent 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, 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. Holders are entitled to convert Debentures during the 20-day period commencing the date of such notice to the effective date of the event triggering such notice.

Notice of Events. If In case: ---------------- (Aa) the Company shall declare a dividend (or any other distribution on its Common Stock payable (i) otherwise than exclusively in whatever formcash or (ii) on the Common Stock, exclusively in cash in an amount that would require any adjustment pursuant to this Section 2; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (Cb) the Company shall authorize the granting to all the holders of the its Common Stock rights of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights, ; or (Dc) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, or of any consolidation consolidation, merger or merger share exchange to which the Company is a partyparty and for which approval of any shareholders of the Company is required, any sale or of the conveyance, sale, transfer or lease 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 ; or (Ed) the Company shall authorize of the voluntary or involuntary dissolution, liquidation or winding up of the affairs Company; (e) the Company or any subsidiary shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); or (f) any other transaction as a result of which the Company's Common Stock would not be listed on the Nasdaq National Market or any other national securities exchange, then, in each case, then the Company shall cause to be mailed delivered to the Holder at its last address as it shall appear upon the Warrant Register holder of the Companythis Warrant, at least twenty 20 days (20or 10 days in any case specified in clause (a) calendar days or (b) above) prior to the applicable record or record, expiration and effective date hereinafter specified, a notice stating (x1) the date on which a record is to be taken for the purpose of such dividend, distribution, redemptionrights, rights options or warrants, or 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, distributionsdistribution, redemptionrights, rights options or warrants are to be determined or determined, (y2) the date on which the right to make tenders under such tender offer expires and (3) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange winding up is expected to become effective or closeeffective, 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, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange; provided that winding up. Neither the failure to mail give such notice or nor any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action required to be specified proceedings described in such noticeparagraphs (a) through (e) of this Section 2.10.

Notice of Events. If In making representations, warranties and covenants to disclose and/or deliver information and/or documents as set forth herein, it is the intent of both parties to require and make, respectively, full and good faith disclosure in all material respects in order to assure that each realize the full benefits of their respective bargain hereunder. Accordingly, each of the parties hereto agrees as follows: (Aa) to the Company extent that any state of facts, items, or information become known to or are discovered by one of the parties and are known by that party to materially contradict any of the representations or warranties made by the other party hereunder, or in the event any party is unable to obtain any authorizations, consents, or approval as otherwise required hereunder, then in all events the same shall declare a dividend be promptly disclosed in writing to the other party; (b) to the extent that any such items or information or state of facts are disclosed or any other distribution such authorization, consent, or approval cannot, after the exertion of commercially reasonable efforts as required in whatever form) on Section 5.8 hereof, be obtained and are not material, the Common Stock, (B) same shall not be deemed to constitute a breach or justify rescission or require a delay in Closing; provided that the Company shall declare a special nonrecurring cash dividend on or a redemption same can be and are in fact cured at the sole cost and expense of the Common Stock, (C) Sellers in 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 case of any class representation or of any rights, (D) the approval of any stockholders warranty of the Company shall be required or the Sellers, or the Buyer, in connection with the case of any reclassification representation and warranties 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 (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, thenBuyer, 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 reasonable satisfaction of the Company, at least twenty (20) calendar days other party to whom such representation or warranty was made prior to or at Closing; and (c) to the applicable record or effective date hereinafter specifiedextent that any such items, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrantsinformation, or if a record is state of facts are disclosed or any such authorization, consent, or approval cannot, after the exertion of best commercially reasonable efforts as required in Section 5.8 hereof, be obtained and to the further extent that the same cannot reasonably be cured prior to be takenClosing, then unless otherwise agreed, the date other party shall have the option, as such party's sole and exclusive remedy, to (i) waive such item(s), information, or state of which the holders of the Common Stock of record facts or such authorization, consent, or approval and proceed to be entitled to such dividendClosing, distributions, redemption, rights or warrants are to be determined or (yii) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected terminate this Agreement prior 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 Closing in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice.accordance with Section 6.1. EXECUTION COPY

Notice of Events. If In case: (Aa) the Company shall declare a dividend (or any other distribution on its Common Stock payable (i) otherwise than exclusively in whatever formcash or (ii) on the Common Stock, exclusively in cash in an amount that would require any adjustment pursuant to Section 2; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (Cb) the Company shall authorize the granting to all the holders of the its Common Stock rights of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights, ; or (Dc) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, or of any consolidation consolidation, merger or merger share exchange to which the Company is a partyparty and for which approval of any shareholders of the Company is required, any sale or of the conveyance, sale, transfer or lease 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 ; or (Ed) the Company shall authorize of the voluntary or involuntary dissolution, liquidation or winding up of the affairs Company; or (e) the Company or any subsidiary shall commence a tender offer for all or a portion of the Company’s outstanding Common Stock (or shall amend any such tender offer), then, in each case, then the Company shall cause to be mailed delivered to the Holder at its last address as it shall appear upon the Warrant Register holder of the Companythis Warrant, at least twenty 20 days (20or 10 days in any case specified in clause (a) calendar days or (b) above) prior to the applicable record record, expiration or effective date hereinafter specified, a notice stating (xA) the date on which a record is to be taken for the purpose of such dividend, distribution, redemptionrights, rights options or warrants, or 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, distributionsdistribution, redemptionrights, rights options or warrants are to be determined determined, (B) the date on which the right to make tenders under such tender offer expires or (yC) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange winding up is expected to become effective or closeeffective, 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, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange; provided that winding up. Neither the failure to mail give such notice or nor any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action required to be specified proceedings described in such noticeparagraphs (a) through (e) of this Section 2.10.

Notice of Events. If (Aa) In case the Company shall declare a ---------------- propose (i) to pay any dividend (payable in stock of any class to the holders of its Preferred Shares or to make any other distribution in whatever form) on to the Common Stockholders of its Preferred Shares(other than a regular quarterly cash dividend), (Bii) to offer to the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or of any rightsother securities, rights or options, (Diii) the approval of any stockholders of the Company shall be required in connection with to effect any reclassification of its Preferred Shares (other than a reclassification involving only the Common Stocksubdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to which the Company is a party, effect any sale or other transfer (or to permit one or more of all its Subsidiaries to effect any sale or substantially all other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any compulsory share exchange whereby dividend on the Common Stock is converted into other securitiesShares payable in Common Shares or to effect a subdivision, cash combination or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up consolidation of the affairs Common Shares (by reclassification or otherwise than by payment of the Companydividends in Common Shares), then, in each such case, the Company shall cause give to be mailed to the Holder at its last address as it shall appear upon the Warrant Register each holder of the Companya Right Certificate, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specifiedin accordance with Section 26 hereof, a notice stating (x) of such proposed action, which shall specify the record date on which a record is to be taken for the purpose purposes of such stock dividend, distribution, redemption, or distribution of 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 transfer, liquidation, dissolution, or share exchange winding up is expected to become effective or close, take place and the date as of which it is expected that participation therein by the holders of the Common Stock of record Shares and/or Preferred shares, if any such date is to be fixed, and such notice shall be entitled so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to exchange their shares the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock for securitiesShares and/or Preferred shares, cash or other property deliverable upon such reclassificationwhichever shall be the earlier. (b) In case the event set forth in Section 11(a)(ii) hereof shall occur, consolidationthen the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, mergerin accordance with Section 26 hereof, sale, transfer or share exchange; provided that the failure to mail such a notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required occurrence of such event, which notice shall describe such event and the consequences of such event to be specified in such noticeholders of Rights under Section 11(a)(ii) hereof.

Notice of Events. If In case: ----------------- (Aa) the Company shall declare a dividend (or any other distribution on its Common Stock payable (i) otherwise than exclusively in whatever formcash or (ii) on the Common Stock, exclusively in cash in an amount that would require any adjustment pursuant to this Section 2; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (Cb) the Company shall authorize the granting to all the holders of the its Common Stock rights of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights, ; or (Dc) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, or of any consolidation consolidation, merger or merger share exchange to which the Company is a partyparty and for which approval of any shareholders of the Company is required, any sale or of the conveyance, sale, transfer or lease 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 ; or (Ed) the Company shall authorize of the voluntary or involuntary dissolution, liquidation or winding up of the affairs Company; (e) the Company or any subsidiary shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); or (f) any other transaction as a result of which the Company's Common Stock would not be listed on the Nasdaq National Market or any other national securities exchange, then, in each case, then the Company shall cause to be mailed delivered to the Holder at its last address as it shall appear upon the Warrant Register holder of the Companythis Warrant, at least twenty 20 days (20or 10 days in any case specified in clause (a) calendar days or (b) above) prior to the applicable record or record, expiration and effective date hereinafter specified, a notice stating (x1) the date on which a record is to be taken for the purpose of such dividend, distribution, redemptionrights, rights options or warrants, or 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, distributionsdistribution, redemptionrights, rights options or warrants are to be determined or determined, (y2) the date on which the right to make tenders under such tender offer expires and (3) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange winding up is expected to become effective or closeeffective, 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, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange; provided that winding up. Neither the failure to mail give such notice or nor any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action required to be specified proceedings described in such noticeparagraphs (a) through (e) of this Section 2.10.

Notice of Events. If In case: ----------------- (Aa) the Company shall declare a dividend (or any other distribution on its Common cash in whatever form) on the Common Stock, an amount that would require any adjustment pursuant to this Section 2; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (Cb) the Company shall authorize the granting to all the holders of the its Common Stock rights of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights, ; or (Dc) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, or of any consolidation consolidation, merger or merger share exchange to which the Company is a partyparty and for which approval of any shareholders of the Company is required, any sale or of the conveyance, sale, transfer or lease 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 ; or (Ed) the Company shall authorize of the voluntary or involuntary dissolution, liquidation or winding up of the affairs Company; (e) the Company or any subsidiary shall commence a tender offer for all or a portion of the Company's outstanding Common Stock (or shall amend any such tender offer); or (f) any other transaction as a result of which the Company's Common Stock would not be listed on the Nasdaq National Market or any other national securities exchange, then, in each case, then the Company shall cause to be mailed delivered to the Holder at its last address as it shall appear upon the Warrant Register holder of the Companythis Warrant, at least twenty 20 days (20or 10 days in any case specified in clause (a) calendar days or (b) above) prior to the applicable record or record, expiration and effective date hereinafter specified, a notice stating (x1) the date on which a record is to be taken for the purpose of such dividend, distribution, redemptionrights, rights options or warrants, or 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, distributionsdistribution, redemptionrights, rights options or warrants are to be determined or determined, (y2) the date on which the right to make tenders under such tender offer expires and (3) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange winding up is expected to become effective or closeeffective, 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, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange; provided that winding up. Neither the failure to mail give such notice or nor any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action required to be specified proceedings described in such noticeparagraphs (a) through (e) of this Section 2.10.

Notice of Events. If In case: ----------------- (A1) the Company shall declare a dividend (or any other distribution on its Common Stock payable (i) otherwise than exclusively in whatever formcash or (ii) on the Common Stock, exclusively in cash in an amount that would require any adjustment pursuant to this Section 2; or (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C2) the Company shall authorize the granting to all the holders of the its Common Stock rights of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights, ; or (D3) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, or of any consolidation consolidation, merger or merger share exchange to which the Company is a partyparty and for which approval of any shareholders of the Company is required, any sale or of the conveyance, sale, transfer or lease 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 ; or (E4) the Company shall authorize of the voluntary or involuntary dissolution, liquidation or winding up of the affairs Company; or (5) the Company or any Subsidiary shall commence a tender offer for all or a portion of the Company, then, in each case, 's outstanding Common Stock (or shall amend any such tender offer); then the Company shall cause to be mailed delivered to the Holder at its last address as it shall appear upon the Warrant Register holder of the Companythis Security, at least twenty 20 days (20or 10 days in any case specified in clause (1) calendar days or (2) above) prior to the applicable record or record, expiration and effective date hereinafter specified, a notice stating (xA) the date on which a record is to be taken for the purpose of such dividend, distribution, redemptionrights, rights options or warrants, or 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, distributionsdistribution, redemptionrights, rights options or warrants are to be determined or determined, (yB) the date on which the right to make tenders under such tender offer expires and (C) the date on which such reclassification, consolidation, merger, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange winding up is expected to become effective or closeeffective, 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, conveyance, transfer, sale, transfer lease, dissolution, liquidation or share exchange; provided that winding up. Neither the failure to mail give such notice or nor any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action required to be specified proceedings described in such noticeclauses (1) through (5) of this Section 2(k).