Notice of Significant Events. In case the Company proposes: (a) to pay any dividend, payable in stock (of any class or classes) or in convertible securities, upon its Common Stock or to make any distribution (other than ordinary cash dividends) to the holders of its Common Stock; or (b) to subdivide as a whole (by reclassification, by the issuance of a stock dividend on Common Stock, or otherwise) the number of shares of Common Stock then outstanding into a greater number of shares of Common Stock, with or without par value; or (c) to grant to the holders of its Common Stock generally any rights or options; or (d) to effect any capital reorganization or reclassification of capital stock of the Company; or (e) to consolidate with, or merge into, any other corporation or business or transfer its property as an entirety or substantially as an entirety; or (f) to effect the liquidation, dissolution, or winding up of the Company; or (g) to make any other fundamental change in respect of which the Holder of this Warrant would have been entitled to vote, pursuant to the corporation law of Nevada, if this Warrant had been previously exercised; then the Company shall cause notice of any such intended action to be given to the Holder of record of this Warrant (i) not less than thirty (30) days before the date on which the transfer books of the Company shall close or a record be taken for such stock dividend, distribution, granting of rights or options, or for determining rights to vote in respect of any fundamental change, including any capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or any other fundamental change, and (ii) in the case of any such capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or other fundamental change not less than thirty (30) days before the same shall be effective.
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Samples: Common Stock Purchase Warrant (Foreland Corp), Common Stock Purchase Warrant (Energy Income Fund Lp)
Notice of Significant Events. In case the Company proposes:
(a) to pay any dividend, payable in stock (of any class or classes) or in convertible securities, upon its Common Stock or to make any distribution (other than ordinary cash dividends) to the holders of its Common Stock; or
(b) to subdivide as a whole (by reclassification, by the issuance of a stock dividend on Common Stock, or otherwise) the number of shares of Common Stock then outstanding into a greater number of shares of Common Stock, with or without par value; or
(c) to grant to the holders of its Common Stock generally any rights or options; or
(d) to effect any capital reorganization or reclassification of capital stock of the Company; or
(e) to consolidate with, or merge into, any other corporation or business or transfer its property as an entirety or substantially as an entirety; or
(f) to effect the liquidation, dissolution, or winding up of the Company; or
(g) to make any other fundamental change in respect of which the Holder of this Warrant would have been entitled to vote, pursuant to the corporation law of NevadaDelaware, if this the Warrant had been previously exercised; then the Company shall cause notice of any such intended action to be given to the Holder of record of this the Warrant (i) not less than thirty (30) days before the date on which the transfer books of the Company shall close or a record be taken for such stock dividend, distribution, granting of rights or options, or for determining rights to vote in respect of any fundamental change, including any capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or any other fundamental change, and (ii) in the case of any such capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or other fundamental change not less than thirty (30) days before the same shall be effective.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Rio Grande Inc /De/)
Notice of Significant Events. In case the Company proposes:
: (a) to pay any dividend, payable in stock (of any class or classes) or in convertible securities, upon its Common Stock or to make any distribution (other than ordinary cash dividends) to the holders of its Common Stock; or
or (b) to subdivide as a whole (by reclassification, by the issuance of a stock dividend on Common Stock, or otherwise) the number of shares of Common Stock then outstanding into a greater number of shares of Common Stock, with or without par value; or
or (c) to grant to the holders of its Common Stock generally any rights or options; or
or (d) to effect any capital reorganization or reclassification of capital stock of the Company; or
or (e) to consolidate with, or merge into, any other corporation or business or transfer its property as an entirety or substantially as an entirety; or
or (f) to effect the liquidation, dissolution, or winding up of the Company; or
or (g) to make any other fundamental change in respect of which the Holder of this Warrant would have been entitled to vote, pursuant to the corporation law of Nevada, if this Warrant had been previously exercised; then the Company shall cause notice of any such intended action to be given to the Holder of record of this Warrant (i) not less than thirty (30) days before the date on which the transfer books of the Company shall close or a record be taken for such stock dividend, distribution, granting of rights or options, or for determining rights to vote in respect of any fundamental change, including any capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or any other fundamental change, and (ii) in the case of any such capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or other fundamental change not less than thirty (30) days before the same shall be effective.,
Appears in 1 contract
Notice of Significant Events. In case the Company proposes:: ----------------------------
(a) to pay any dividend, payable in stock (of any class or classes) or in convertible securities, upon its Common Stock or to make any distribution (other than ordinary cash dividends) to the holders of its Common Stock; or;
(b) to subdivide as a whole (by reclassification, by the issuance of a stock dividend on Common Stock, or otherwise) the number of shares of Common Stock then outstanding into a greater number of shares of Common Stock, with or without par value; or;
(c) to grant to the holders of its Common Stock generally any rights or options; or;
(d) to effect any capital reorganization or reclassification of capital stock of the Company; or;
(e) to consolidate with, or merge into, any other corporation or business or transfer its property as an entirety or substantially as an entirety; or;
(f) to effect the liquidation, dissolution, or winding up of the Company; or
(g) to make any other fundamental change in respect of which the Holder of this Warrant would have been entitled to vote, pursuant to the corporation law of NevadaDelaware, if this Warrant had been previously exercised; then the Company shall cause notice of any such intended action to be given to the Holder of record of this Warrant (i) not less than thirty twenty (3020) days before the date on which the transfer books of the Company shall close or a record be taken for such stock dividend, distribution, granting of rights or options, or for determining rights to vote in respect of any fundamental change, including any capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or any other fundamental change, and (ii) in the case of any such capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or other fundamental change change, not less than thirty twenty (3020) days before the same shall be effective; provided, however, in no event shall the Company be required to give notice pursuant to this paragraph if the giving of such notice would violate the federal securities laws or the securities laws of any state.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Atsi Communications Inc/De)
Notice of Significant Events. In case the Company proposes:
(a) to pay any dividend, payable in stock (of any class or classes) or in convertible securities, upon its Common Stock or to make any distribution (other than ordinary cash dividends) to the holders of its Common Stock; or
(b) to subdivide as a whole (by reclassification, by the issuance of a stock dividend on Common Stock, or otherwise) the number of shares of Common Stock then outstanding into a greater number of shares of Common Stock, with or without par value; or
(c) to grant to the holders of its Common Stock generally any rights or options; or
(d) to effect any capital reorganization or reclassification of capital stock of the Company; or
(e) to consolidate with, or merge into, any other corporation or business or transfer its property as an entirety or substantially as an entirety; or
(f) to effect the liquidation, dissolution, or winding up of the Company; or
(g) to make any other fundamental change in respect of which the Holder of this Warrant would have been entitled to vote, pursuant to the corporation law of Nevada, if this Warrant had been previously exercised; then the Company shall cause notice of any such intended action to be given to the Holder of record of this Warrant (i) not less than thirty (30) days before the date on which the transfer books of the Company shall close or a record be taken for such stock dividend, distribution, granting of rights or options, or for determining rights to vote in respect of any fundamental change, including any capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or any other fundamental change, and (ii) in the case of any such capital reorganization, reclassification, consolidation, merger, transfer, liquidation, dissolution, winding up, or other fundamental change not less than thirty (30) days before the same shall be effective.
(a) At any time at which the Company's Common Stock is not Publicly Traded, the Company will provide to the Holder: (1) annual and quarterly financial statements of the Company, and (2) annual independent reserve reports for all properties owned or leased by the Company. The annual financial statements shall be audited by a firm of independent certified public accountants.
(b) The Company shall not engage in any transaction with any Affiliate of the Company or Associate of the Company or of such Affiliate (each as defined below), except on terms no less favorable to the Company than are obtainable in arms-length transactions with third parties. For purposes of this Section 6.4, the terms "Affiliate" and "Associate"shall have the meanings set forth in Rule 405, adopted under the Securities Act of 1933, as amended.
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