Common use of Notice to Allow Exercise by Xxxxxx Clause in Contracts

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, (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 right; (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, of 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 10 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. The Holder shall be entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Warrant Agreement (Emmaus Life Sciences, Inc.), Warrant Agreement (Cytrx Corp)

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Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after If during the term in which this Warrant has become exercisable as provided in Section 2, may be exercised (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares 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. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously disclose such information in compliance with applicable securities laws. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 2 contracts

Samples: Security Agreement (Rosetta Genomics Ltd.), Ordinary Shares Purchase Warrant (Rosetta Genomics Ltd.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock Ordinary Shares 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Prima BioMed LTD)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, 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 right; (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are converted into other securities, cash or property, or (EB) 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 5 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice, and provided, further that no notice shall be required if the information is disseminated in a press release or document filed with the Commission. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Ordinary Share Purchase Warrant (Medlab Clinical Ltd.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 15 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Ordinary Share Agreement (Digiasia Corp.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stockshares of Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stockshares of Ordinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock shares of Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock shares of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is shares of Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice (unless such information is filed with the Commission, in which case a notice shall not be required) 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 record of record shares of Ordinary Shares 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 record of the Common Stock shares of record Ordinary Shares shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Ordinary Shares Purchase Warrant (Rail Vision Ltd.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously furnish such notice with the Commission pursuant to a Foreign Private Issuer Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Huadi International Group Co., Ltd.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockShares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockShares, (C) the Company shall authorize the granting to all holders of the Common Stock Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockShares, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock Shares 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 delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 10 five (5) 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 Shares 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 Shares of record shall be entitled to exchange their shares of the Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or otherwise make public disclosure of such information. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Agreement (InMed Pharmaceuticals Inc.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockShares are, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockShares are, (C) the Company shall authorize the granting to all holders of the Common Stock Shares are rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockShares are, any consolidation or merger to which the Company (or all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Companyits assets, of or any compulsory share exchange whereby the Common Stock Shares are 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 delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 10 20 calendar days prior to the applicable record or effective date hereinafter specifiedspecified (or less than 20 calendar days if sent concurrently upon the notice sent to the Company’s stockholders or public disclosure by the Company of such events), 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 Shares are 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 Shares are of record shall be entitled to exchange their shares of the Common Stock Shares are for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Vision Marine Technologies Inc.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (SAI.TECH Global Corp)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, any consolidation or merger to which the Company (or any of its material Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Companyits assets, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Security Agreement (RVL Pharmaceuticals PLC)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockShares, (B) the Company shall declare a special nonrecurring non-recurring cash dividend on or a redemption of the Common StockShares, (C) the Company shall authorize the granting to all holders of the Common Stock Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockShares, 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, of or any compulsory share exchange whereby the Common Stock is Shares are 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 delivered by mail, facsimile or email to the Holder at its last mailing address, facsimile number or email address as it shall appear upon the Warrant Register register of the Company, at least 10 five (5) 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 Shares 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 Shares of record shall be entitled to exchange their shares of the Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice required to be provided hereunder constitutes, or contains, material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Class W-1 Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Enterprise Diversified, Inc.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare declares a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare declares a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize authorizes the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be is 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, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or propertyFundamental Transaction, or (E) the Company shall authorize authorizes 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares or ADSs for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Quoin Pharmaceuticals, Ltd.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares and/or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares and/or ADSs, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares and/or ADSs rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares and/or ADSs, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares and/or ADSs are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice (unless such information is filed with the Commission, in which case a notice shall not be required) 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 Ordinary Shares and/or ADSs 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 Ordinary Shares and/or ADSs of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares and/or ADSs for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: American Depositary Share Agreement (Yoshitsu Co., LTD)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice (unless such information is filed with the Commission, in which case a notice shall not be required) 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Integrated Media Technology LTD)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, 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 right; 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 SMRH:4854-8455-4954.1 - 9 - which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Companyits assets, of 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 delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 10 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 deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Placement Agent Common Stock Purchase Warrant (Interactive Strength, Inc.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stockits ordinary shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stockordinary shares, (C) the Company shall authorize the granting to all holders of the Common Stock ordinary shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common Stockordinary shares, 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, of or any compulsory share exchange whereby the Common Stock is ordinary shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 ordinary shares 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 ordinary shares of record shall be entitled to exchange their ordinary 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 deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Security Agreement (Strongbridge Biopharma PLC)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, 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 right; 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, of or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, (E) the Company shall undertake or shall be aware of the pending consummation of a Fundamental Transaction or (EF) 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 10 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. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as otherwise set forth herein.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Northfield Laboratories Inc /De/)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockShares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockShares, (C) the Company shall authorize the granting to all holders of the Common Stock Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockShares, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock Shares 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 delivered by email to the Holder at its last email address as it shall appear upon the Warrant Preferred Investment Option Register of the Company, at least 10 5 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 Shares 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 Shares of record shall be entitled to exchange their shares of the Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Preferred Investment Option constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K or otherwise make public disclosure of such information. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Preferred Investment Option during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Agreement (InMed Pharmaceuticals Inc.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Share, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock Ordinary Share 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Ordinary Share Purchase Warrant (Delta Technology Holdings LTD)

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Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 ten (10) 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report of Foreign Issuer on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Security Agreement (Reebonz Holding LTD)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares or ADSs, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares or ADSs rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares or ADSs, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered to the Holder at its last address fax number or email as it shall appear upon the Warrant Register of the Company, at least 10 ten (10) 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 Ordinary Shares or ADSs 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail delivery such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Placement Agent Warrant (Immuron LTD)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockShares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockShares, (C) the Company shall authorize the granting to all holders of the Common Stock Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockShares, 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, of or any compulsory share exchange whereby the Common Stock is Shares are 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 delivered by mail, facsimile or email to the Holder at its last mailing address, facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 five (5) 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 Shares 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 Shares of record shall be entitled to exchange their shares of the Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The To the extent that any notice required to be provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. Provided such notice occurs prior to the Termination Date, the Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Pyxis Tankers Inc.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Companyits assets, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Color Star Technology Co., Ltd.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice, or such material non-public information included in such notice, with the Commission pursuant to a Current Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Securities Agreement (Benitec Biopharma LTD/ADR)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of the assets of the Companyits assets, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Pre Funded Ordinary Share Purchase Warrant (Inspira Technologies OXY B.H.N. LTD)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any capital shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Ordinary Share Purchase Warrant (Check-Cap LTD)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares or ADSs, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares or ADSs rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares or ADSs, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the CompanyCompany or by way of public announcement or a Current Report on Form 6-K filed with the Commission, as applicable, at least 10 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 Ordinary Shares or ADSs 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein and subject to the Initial Exercise Date and the Termination Date of this Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Therapix Biosciences Ltd.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockShares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockShares, (C) the Company shall authorize the granting to all holders of the Common Stock Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockShares, any consolidation or merger to which the Company (and all of its subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, of or any compulsory share exchange whereby the Common Stock is Shares are 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 delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company(as defined below), at least 10 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 Shares 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 Shares of record shall be entitled to exchange their shares of the Common Stock Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 8-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Security Agreement (Establishment Labs Holdings Inc.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this while the Warrant has become exercisable as provided in Section 2is outstanding, (A) the Company shall declare declares a dividend (or any other distribution in whatever form) on the shares of Common Stock, (B) the Company shall declare declares a special nonrecurring cash dividend on on, or a redemption of, the shares of the Common Stock, (C) the Company shall authorize authorizes the granting to all holders of the shares of Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders of the Company shall be is 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, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or propertyFundamental Transaction, or (E) the Company shall authorize authorizes 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 shares of 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 shares of 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 deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall be entitled to exercise this Warrant, if it has then become exercisable as To the extent that any notice provided in Section 2this Warrant constitutes, during the 10-day period commencing on the date of such notice to the effective date of the event triggering such notice.or contains, material,

Appears in 1 contract

Samples: Pre Funded Warrant Agreement (Soligenix, Inc.)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any capital shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company(as defined below), at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Warrant Agreement (Check-Cap LTD)

Notice to Allow Exercise by Xxxxxx. If, at any time, if any, after this Warrant has become exercisable as provided in Section 2, If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common StockOrdinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common StockOrdinary Shares, (C) the Company shall authorize the granting to all holders of the Common Stock Ordinary Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any right; rights, (D) the approval of any stockholders shareholders of the Company shall be required in connection with any reclassification of the Common StockOrdinary Shares, 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, of or any compulsory share exchange whereby the Common Stock is Ordinary Shares are 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 delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 10 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 Ordinary Shares 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 Ordinary Shares of record shall be entitled to exchange their shares of the Common Stock Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail deliver such notice or any defect therein or in the mailing delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall be remain entitled to exercise this Warrant, if it has then become exercisable as provided in Section 2, Warrant during the 10-day period commencing on the date of such notice to the effective date of the event triggering such noticenotice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Ordinary Shares Purchase Warrant (Ucommune International LTD)

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