Common use of Notice of Proposed Actions Clause in Contracts

Notice of Proposed Actions. In case the Company shall propose (A) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (B) to effect any reclassification of its Common Stock, (C) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (D) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (E) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any action which would require an adjustment under this Section 5, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) above at least twenty (20) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Northstar Realty), Common Stock Purchase Warrant (Northstar Realty), Common Stock Purchase Warrant (Northstar Realty)

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Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar 15 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar 15 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Ruths Chris Steak House, Inc.), Common Stock Purchase Warrant (Ruths Chris Steak House, Inc.), Common Stock Purchase Warrant (Ruths Chris Steak House, Inc.)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 5, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar days 10 Business Days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar days 10 Business Days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Parent Co), Common Stock Purchase Warrant (Parent Co), Common Stock Purchase Warrant (Parent Co)

Notice of Proposed Actions. In case the Company shall propose (A) to offer pay any dividend payable in stock of any class to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of the Common Stock or shares of stock of any class or to make any other securities, warrants, rights or optionsdistribution to the holders of the Common Stock, (B) to effect any reclassification of its the Common Stock, (C) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (D) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (E) to effect the liquidation, dissolution or winding up of the Company, or (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 5, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution stock subdivision, stock combination, or rightsdistribution, or the proposed date on which such reclassification, recapitalization, reorganization, consolidation, merger, share exchange, sale, lease, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty ten (2010) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty ten (2010) calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 3 contracts

Samples: Convertible Note Purchase Agreement (Sellers Capital LLC), Warrant Agreement (Premier Exhibitions, Inc.), Warrant Agreement (Sellers Capital LLC)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar 30 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar 30 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Personnel Group of America Inc), Common Stock Purchase Warrant (Access Worldwide Communications Inc), Common Stock Purchase Warrant (Personnel Group of America Inc)

Notice of Proposed Actions. In case If, while this Warrant is outstanding, the Company shall propose (A) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock or makes any other distribution to offer the holders of its Common Stock, (B) offers to the holders of its Common Stock (in their capacity as stockholder of the Company) rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock Capital Stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect effects any reclassification of its Common Stock, (CD) to effect effects any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect enters into any consolidation or merger, share exchangeagreement contemplating, or salesolicits stockholder approval for, lease or other disposition any Change of all or substantially all of its property, assets or businessControl, (EF) to effect effects the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect effects any other action which would require an adjustment under this Section 5, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution distribution, or rights, rights or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, dispositionChange of Control, liquidation, dissolution, winding up or other transaction transaction, is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such actionStock. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) 20 calendar days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) 20 calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Kala Pharmaceuticals, Inc.), Credit Agreement (Kala Pharmaceuticals, Inc.)

Notice of Proposed Actions. In case the Company shall propose (Aa) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (b) to offer to the holders of its Common Stock generally rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock Capital Stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (Bc) to effect any reclassification of its Common Stock, (Cd) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (De) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (Ef) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (Gg) to effect any other action which would require an adjustment under this Section Article 5, then in each such case the Company shall shall, where permitted by law and in accordance with the ASX Listing Rules, give written notice thereof to the Holder written notice of such proposed action, which shall specify at least twenty (20) Business Days prior to the proposed date on which the Company closes its books or takes a record (or, to the extent a shorter or longer period is required by law or the ASX Listing Rules, such shorter or longer period that provides reasonable opportunity to be taken for exercise the purposes of Warrants and receive Warrant Shares therefor), as applicable, with respect to (i) any such stock dividend, distribution or rights, rights upon the shares of Common Stock or the proposed date on which (ii) determining rights to vote with respect to any such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction listed above in this Section 5.4.1, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder but only if such public disclosure is to take place and the date of participation therein required by the holders of Common StockSecurities Act, if Exchange Act or ASX Listing Rules, and provided further that the Holder agrees, prior to any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) above at least twenty (20) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein public disclosure by the holders of Common StockCompany, to maintain the confidentiality and not to disclose such information and not (except in connection with determining whether to exercise this Warrant) to use such information.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Universal Biosensors Inc), Common Stock Purchase Warrant (Universal Biosensors Inc)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar 30 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar 30 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Digitalnet Holdings Inc), Stock Purchase Warrant (Thomas Equipment, Inc.)

Notice of Proposed Actions. In case the Company shall propose (A) to offer pay any dividend payable in stock of any class to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or make any other securities, warrants, rights or optionsdistribution to the holders of its Common Stock, (B) to effect any Stock Subdivision or Stock Combination, (C) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, amalgamation, reorganization, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution distribution, Stock Subdivision or rightsStock Combination, or the proposed date on which such reclassification, reorganization, consolidation, merger, amalgamation, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number number of shares of Common Stock purchasable upon exercise of this Warrant after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty ten (2010) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty ten (2010) calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 2 contracts

Samples: Stock Purchase Warrant (Origen Financial Inc), Stock Purchase Warrant (Origen Financial Inc)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock Capital Stock of the Company or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) Transaction or any combination Change of the foregoing or Control, (G) to effect any Initial Public Offering, or (H) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar 30 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar 30 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 2 contracts

Samples: Credit Agreement (Lpath, Inc), Common Stock Purchase Warrant (Lpath, Inc)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (Bother than the exercise of pre-emptive rights by a Holder) (C) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, stock subdivision, stock combination, distribution or rights, or the proposed date on which such reclassification, recapitalization, reorganization, consolidation, merger, share exchange, sale, lease, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar 30 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar 30 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 2 contracts

Samples: Common Stock Purchase Warrant (Headway Corporate Resources Inc), Common Stock Purchase Warrant (Headway Corporate Resources Inc)

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Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or optionsoptions (other than the exercise of pre-emptive rights by a Holder), (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, stock subdivision, stock combination, distribution or rights, or the proposed date on which such reclassification, recapitalization, reorganization, consolidation, merger, share exchange, sale, lease, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar 30 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar 30 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Bell Sports Corp)

Notice of Proposed Actions. In case If, while this Warrant is outstanding, the Company shall propose (A) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock or makes any other distribution to offer the holders of its Common Stock, (B) offers to the holders of its Common Stock (in their capacity as stockholder of the Company) rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock Capital Stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect effects any reclassification of its Common Stock, (CD) to effect effects any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect enters into any consolidation or merger, share exchangeagreement contemplating, or salesolicits stockholder approval for, lease or other disposition any Change of all or substantially all of its property, assets or businessControl, (EF) to effect effects the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect effects any other action which would require an adjustment under this Section 5, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution distribution, or rights, rights or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, dispositionChange of Control, liquidation, dissolution, winding up or other transaction transaction, is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such actionStock. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) 20 calendar days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) 20 calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock; 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: Common Stock Purchase Warrant (Relypsa Inc)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of the Common Stock or to make any other distribution to the holders of the Common Stock, (B) to offer to the holders of its the Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or optionsoptions (other than the exercise of pre-emptive rights by a holder), (BC) to effect any reclassification of its the Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect a Change of Control (provided that notice of a Change of Control shall only be provided upon the Company entering into a definitive agreement with respect to such Change of Control and such information not being material non public information) or Transaction or (H) to effect any other action which would require an adjustment under this Section 56, then then, in each such case case, the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, stock subdivision, stock combination, distribution or rights, or the proposed approximate date on which such reclassification, recapitalization, reorganization, consolidation, merger, share exchange, sale, lease, transfer, disposition, liquidation, dissolution, winding up or other transaction is expected to take place and the expected date of participation therein by the holders of Common StockStock (as applicable), if any such date is to be fixed, or the proposed date on which the transfer of Common Stock (as applicable) is expected to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock (as applicable) and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty ten (2010) calendar days Business Days prior to the record date for determining holders of the Common Stock (as applicable) for purposes of such action and, in the case of any other such action, at least twenty ten (2010) calendar days Business Days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common StockStock (as applicable).

Appears in 1 contract

Samples: Unit Purchase Agreement (Bonds.com Group, Inc.)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar 10 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar 10 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Railworks Corp)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock Capital Stock of the Company or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition Change of all or substantially all of its property, assets or businessControl, (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any other action which would require an adjustment under this Section 56, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number and/or Exercise Price after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty (20) calendar 30 days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar 30 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 1 contract

Samples: Credit Agreement (Lpath, Inc)

Notice of Proposed Actions. In case the Company shall propose (A) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (B) to effect any reclassification of its Common Stock, (C) to effect any recapitalization, stock subdivisionStock Dividend, stock combination Stock Subdivision, Stock Combination or any other capital reorganization, (D) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, (E) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any action which would require an adjustment under this Section 5, then in each such case the Company shall give to the Holder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividendStock Dividend, distribution or rights, or the proposed date on which such reclassification, Stock Subdivision, Stock Combination, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) above at least twenty (20) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty (20) calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Northstar Realty)

Notice of Proposed Actions. In case the Company shall propose (A) to pay any dividend payable in stock of any class to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, (B) to offer to the holders of its Common Stock rights to subscribe for or to purchase any Convertible Securities, rights to acquire Convertible Securities or capital stock or additional shares of Common Stock or shares of stock of any class or any other securities, warrants, rights or options, (BC) to effect any reclassification of its Common Stock, (CD) to effect any recapitalization, stock subdivision, stock combination or other capital reorganization, (DE) to effect any consolidation or merger, share exchange, or sale, lease or other disposition of all or substantially all of its property, assets or business, business or (EF) to effect the liquidation, dissolution or winding up of the Company, (F) to initiate any transaction or be a party to any transaction (including, without limitation, a merger, consolidation, share exchange, sale, lease or other disposition of all or substantially all of the Company’s assets, liquidation, recapitalization or reclassification of the Common Stock) in connection with which the previous Outstanding Common Stock shall be changed into or exchanged for different securities of the Company or capital stock or other securities of another corporation or interests in a non-corporate entity or other property (including cash) or any combination of the foregoing or (G) to effect any action which would require an adjustment under this Section 5, then in each such case the Company shall give to the Holder each Warrantholder written notice of such proposed action, which shall specify the proposed date on which a record is to be taken for the purposes of such stock dividend, distribution or rights, or the proposed date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, transfer, disposition, liquidation, dissolution, dissolution or winding up or other transaction is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, or the proposed date on which the transfer of Common Stock is to occur, and shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect, if any, effect of such action on the Common Stock and on the Aggregate Number after giving effect to any adjustment which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (A) or (B) above at least twenty fifteen (2015) calendar days prior to the record date for determining holders of the Common Stock for purposes of such action and, in the case of any other such action, at least twenty fifteen (2015) calendar days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock.

Appears in 1 contract

Samples: Warrant Agreement (Amn Healthcare Services Inc)

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