Common use of Notice to Holder Clause in Contracts

Notice to Holder. (a) Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as provided herein, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. (b) If at any time during the Exercise Period (i) the Company shall take a record of the holders of its Ordinary Common Stock and Class B Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of capital stock or any other securities or property or to receive any other right; (ii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of all or substantially all of the property, assets or business of the Company to, another Person; or (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then the Company shall give to the Holder at least five Business Days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 Business Days’ prior written notice of the date when the same shall take place. Failure to provide such notice, or any defect therein, shall not affect the legality or validity of any such action.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Babcock & Wilcox Co), Warrant Agreement (Usec Inc), Warrant Agreement (Usec Inc)

AutoNDA by SimpleDocs

Notice to Holder. (a) Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise is adjusted pursuant to any provision of this Warrant or the Exercise Price is adjusted, as provided hereinSection 3, the Company shall give notice thereof promptly deliver to the Holder, which Holder by facsimile or email a notice shall state setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, adjustment and setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. adjustment. If (b) If at any time during the Exercise Period (iA) the Company shall take declare a record 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 its Ordinary the Common Stock and Class B Common Stock for the purpose of entitling them to receive a dividend rights or other distribution, or any right warrants to subscribe for or purchase any evidences of its indebtedness, any shares of capital stock of any class or of any other securities or property or to receive rights, (D) the approval of any other right; (ii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock stockholders of the Company or shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company withis a party, any sale or any sale, transfer or other disposition of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, assets or business of (E) the Company to, another Person; or (iii) there shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then then, in each case, the Company shall give cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register (as defined below) of the Company, at least five Business Days’ 20 calendar days prior written to the applicable record or effective date hereinafter specified (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 date shall is to be selected taken for the purpose of such dividend, distribution distribution, redemption, rights or right warrants, or for determining 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 vote in respect of any be determined or (y) the date on which such reorganizationreclassification, reclassificationconsolidation, 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, disposition, liquidation transfer or winding up, and in share exchange; provided that the case of any failure to deliver such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 Business Days’ prior written notice of the date when the same shall take place. Failure to provide such notice, or any defect therein, therein or in the delivery thereof shall not affect the legality or 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 Company’s subsidiaries, the Company shall simultaneously file such actionnotice with the Securities and Exchange Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Appears in 3 contracts

Samples: Common Stock Purchase Warrant (Assertio Holdings, Inc.), Common Stock Purchase Warrant (Egalet Corp), Common Stock Purchase Warrant (Egalet Corp)

Notice to Holder. If (a) Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as provided herein, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. (b) If at any time during the Exercise Period (iA) the Company shall take declare a record 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 its Ordinary the Common Stock and Class B Common Stock for the purpose of entitling them to receive a dividend rights or other distribution, or any right warrants to subscribe for or purchase any evidences of its indebtedness, any shares of capital stock of any class or of any other securities or property or to receive any other rightrights; (iiD) there shall be the approval of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock stockholders of the Company or shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company withis a party, any sale or any sale, transfer or other disposition of all or substantially all of the property, assets or business of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company to, another Person; or (iii) there shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, then in each case, the Company shall give cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least five Business Days’ 20 calendar days prior written to the applicable record or effective date hereinafter specified, a notice of stating (x) the date on which a record date shall is to be selected taken for the purpose of such dividend, distribution distribution, redemption, rights or right warrants, or for determining 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 vote in respect of any be determined or (y) the date on which such reorganizationreclassification, reclassificationconsolidation, 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, disposition, liquidation transfer or winding up, and in share exchange; provided that the case of any failure to mail such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 Business Days’ prior written notice of the date when the same shall take place. Failure to provide such notice, or any defect therein, therein or in the mailing thereof shall not affect the legality or validity of any the corporate action required to be specified in such actionnotice. The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Series C Preferred Stock and Warrant Purchase Agreement (VirtualScopics, Inc.), Warrant Agreement (VirtualScopics, Inc.)

Notice to Holder. If (a) Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, as provided herein, the Company shall give notice thereof to the Holder, which notice shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. (b) If at any time during the Exercise Period (iA) the Company shall take declare a record 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 its Ordinary the Common Stock and Class B Common Stock for the purpose of entitling them to receive a dividend rights or other distribution, or any right warrants to subscribe for or purchase any evidences of its indebtedness, any shares of capital stock of any class or of any other securities or property or to receive any other rightrights; (iiD) there shall be the approval of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock stockholders of the Company or shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company withis a party, any sale or any sale, transfer or other disposition of all or substantially all of the property, assets or business of the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E) the Company to, another Person; or (iii) there shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; then, then in each case, the Company shall give cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least five Business Days’ 10 calendar days prior written to the applicable record or effective date hereinafter specified, a notice of stating (x) the date on which a record date shall is to be selected taken for the purpose of such dividend, distribution distribution, redemption, rights or right warrants, or for determining 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 vote in respect of any be determined or (y) the date on which such reorganizationreclassification, reclassificationconsolidation, 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, disposition, liquidation transfer or winding up, and in share exchange; provided that the case of any failure to mail such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 Business Days’ prior written notice of the date when the same shall take place. Failure to provide such notice, or any defect therein, therein or in the mailing thereof shall not affect the legality or validity of any the corporate action required to be specified in such actionnotice. The Holder is entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice.

Appears in 2 contracts

Samples: Series C Preferred Stock and Warrant Purchase Agreement (VirtualScopics, Inc.), Warrant Agreement (VirtualScopics, Inc.)

AutoNDA by SimpleDocs

Notice to Holder. (a) Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise is adjusted pursuant to any provision of this Warrant or the Exercise Price is adjusted, as provided hereinSection 3, the Company shall give notice thereof promptly deliver to the Holder, which Holder by facsimile or email a notice shall state setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, adjustment and setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. adjustment. If (b) If at any time during the Exercise Period (iA) the Company shall take declare a record 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 its Ordinary the Common Stock and Class B Common Stock for the purpose of entitling them to receive a dividend rights or other distribution, or any right warrants to subscribe for or purchase any evidences of its indebtedness, any shares of capital stock of any class or of any other securities or property or to receive rights, (D) the approval of any other right; (ii) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock stockholders of the Company or shall be required in connection with any reclassification of the Common Stock, any consolidation or merger of to which the Company withis a party, any sale or any sale, transfer or other disposition of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, assets or business of (E) the Company to, another Person; or (iii) there shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then then, in each case, the Company shall give cause to be 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 five Business Days’ 20 calendar days prior written to the applicable record or effective date hereinafter specified (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 date shall is to be selected taken for the purpose of such dividend, distribution distribution, redemption, rights or right warrants, or for determining 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 vote in respect of any be determined or (y) the date on which such reorganizationreclassification, reclassificationconsolidation, 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, disposition, liquidation transfer or winding up, and in share exchange; provided that the case of any failure to deliver such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up, at least 10 Business Days’ prior written notice of the date when the same shall take place. Failure to provide such notice, or any defect therein, therein or in the delivery thereof shall not affect the legality or 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 Company’s subsidiaries, the Company shall simultaneously file such actionnotice with the Securities and Exchange Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Appears in 1 contract

Samples: Indenture (Egalet Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!