Common use of Notice of Proposed Action Clause in Contracts

Notice of Proposed Action. In case the Company, after the Rights become exercisable, shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Stock or the Subject Shares or to make any other distribution to the holders of its Common Stock or Subject Shares (other than a regular periodic cash dividend), or (ii) to offer to the holders of its Common Stock or Subject Shares rights or warrants to subscribe for or to purchase any additional shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Common Stock or Subject Shares (other than a reclassification involving only the subdivision of outstanding shares of Common Stock) or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Right, in accordance with Section 25, a notice of such proposed action, which shall specify the record date for the purposes of such dividend, distribution of rights or warrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holder of Common Stock and/or Subject Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least twenty days prior to the record date for determining holders of the Common Stock and/or Subject Shares for purposes of such action, and in the case of any such other action, at least twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock and/or Subject Shares, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect thereon shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Proposed Action. (a) In case the Company, after the Rights become exercisableearlier of the Distribution Date or the Stock Acquisition Date, shall propose (i) to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Common Stock or the Subject Shares or to make any other distribution to the holders of record of its Common Preferred Stock or Subject Shares (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Common Preferred Stock options, warrants, or Subject Shares other rights or warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any class or any other securities, rights options, warrants, convertible or optionsexchangeable securities or other rights, or (iii) to effect any reclassification of its Common Preferred Stock or Subject Shares (other than a reclassification involving only the subdivision of outstanding shares of Common Stock) 57 or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50 percent 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of record of a RightRight Certificate, in accordance with Section 2525 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend, distribution of rights dividend or warrantsdistribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale, transfersale or transfer of assets, liquidation, dissolution dissolution, or winding up is to take place and the record date of for determining participation therein by the holder holders of record of Preferred Stock or Common Stock and/or Subject SharesStock, as the case may be, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least twenty 10 days prior to the record date for determining holders of record of the Common Preferred Stock and/or Subject Shares for purposes of such action, and in the case of any such other action, at least twenty 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock or Common Stock and/or Subject SharesStock, as the case may be, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect thereon therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the events referred to in Section 11(a)(ii) occur or any of the transactions referred to in Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to the Rights Agent and to each holder of Rights, in accordance with Section 25 hereof, notice of the occurrence of such event or proposal of such transaction as promptly as practicable which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to the Rights Agent and to each holder of Rights.

Notice of Proposed Action. (a) In case the CompanyCompany shall propose, at any time after the Rights become exercisableDistribution Date, shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Stock or the Subject Series A Preference Shares or to make any other distribution to the holders of its Common Stock or Subject Series A Preference Shares (other than a regular periodic cash dividend)dividend in cash, or (ii) to offer to the holders of its Common Stock or Subject Series A Preference Shares rights or warrants to subscribe for or to purchase any additional shares of Common Stock Series A Preference Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Common Stock or Subject Series A Preference Shares (other than a reclassification involving only the subdivision or combination of any outstanding shares of Common StockSeries A Preference Shares) or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger into or withamalgamation with any other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50 percent 50% of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Right, to the extent feasible and in accordance with Section 25, a notice of such proposed action, which shall specify the record date for the purposes of any such dividend, distribution or offering of rights or warrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, mergeramalgamation, sale, transfer, liquidation, dissolution or winding up is to take place and the date of participation therein by the holder holders of Common Stock and/or Subject Series A Preference Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least twenty 20 days prior to the record date for determining holders of the Common Stock and/or Subject Series A Preference Shares for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least twenty 20 days prior to the date of the taking of such proposed action or the date of participation therein herein by the holders of Common Stock and/or Subject Series A Preference Shares, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect thereon therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a public filing by the Company with the United States Securities and Exchange Commissions shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given to such holders. (c) If a Triggering Event shall occur, then, in any such case, (1) the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 25, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to the holders of the Rights under Section 11(a)(ii) or 13, as the case may be, and (2) all references in Section 24(a) to Series A Preference Shares shall be deemed thereafter to refer to Ordinary Shares or other capital stock, as the case may be.