Common use of Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action Clause in Contracts

Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action. With respect to the Securities of any series, in case: (a) the Company shall authorize the issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase shares of its Capital Stock or of any other right; (b) the Company shall authorize the distribution to all holders of Common Stock of evidences of indebtedness or assets (except for cash dividends or distributions paid from retained earnings of the Company); (c) of any subdivision or combination of Common Stock or of any consolidation or merger to which the Company is a party and for which approval by the shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee and at the office or agency maintained for the purpose of conversion of Securities of that series pursuant to Section 4.02, and shall cause to be mailed to the Holders of Securities of that series, at their last addresses as they shall appear on the register of the Company maintained by the Registrar, at least ten days prior to the applicable record date hereinafter specified, a notice stating (1) the date as of which the holders of Common Stock to be entitled to receive any such rights, warrants or distribution are to be determined or (2) the date on which any such subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action is expected to become effective, and the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their Common Stock for securities or other property, if any, deliverable upon such subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action. The failure to give the notice required by this Section 12.08 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action, or the vote upon any of the foregoing. Such notice shall also be published by and at the expense of the Company not later than the aforesaid filing date at least once in an Authorized Newspaper.

Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action. With respect to the Securities of any seriesSeries, in case: (a) the Company shall authorize the issuance to all holders of Common Stock Shares of rights or warrants to subscribe for or purchase shares of its Capital Stock capital stock or of any other right; (b) the Company shall authorize the distribution to all holders of Common Stock Shares of evidences of indebtedness or assets (except for cash dividends or distributions paid from retained earnings of the Company); (c) of any subdivision or combination of Common Stock Shares or of any consolidation or merger to which the Company is a party and for which approval by the shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee and at the office or agency maintained for the purpose of conversion of Securities of that series such Series pursuant to Section 4.023.02, and shall cause to be mailed to the Holders of Securities of that series, such Series at their last addresses as they shall appear on the register of the Company maintained by the RegistrarSecurity register, at least ten days prior to the applicable record date hereinafter specified, a notice stating (1i) the date as of which the holders of Common Stock Shares to be entitled to receive any such rights, warrants or distribution are to be determined determined, or (2ii) the date on which any such subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action is expected to become effective, and the date as of which it is expected that holders of record of Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property, if any, deliverable upon such subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action. The failure to give the notice required by this Section 12.08 13.08 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action, or the vote upon any of the foregoing. Such notice shall also be published by and at the expense of the Company not later than the aforesaid filing date at least once in an Authorized Newspaper.

Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action. With respect to the Securities of any series, in case: (a) the Company shall authorize the issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase shares of its Capital Stock or of any other right; (b) the Company shall authorize the distribution to all holders of Common Stock of evidences of indebtedness or assets (except for cash dividends or distributions paid from retained earnings of the Company); (c) of any subdivision or combination of Common Stock or of any consolidation or merger to which the Company is a party and for which approval by the shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee and at the office or agency maintained for the purpose of conversion of Securities of that such series pursuant to Section 4.021002, and shall cause to be mailed to the Holders of Securities of that such series, at their last addresses as they shall appear on the register Security Register of the Company maintained by the RegistrarCompany, at least ten days prior to the applicable record date hereinafter specified, a notice stating (1i) the date as of which the holders of Common Stock to be entitled to receive any such rights, warrants or distribution are to be determined determined, or (2ii) the date on which any such subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action is expected to become effective, and the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their Common Stock for securities or other property, if any, deliverable upon such subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action. The failure to give the notice required by this Section 12.08 1608 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action, or the vote upon any of the foregoing. Such notice shall also be published by and at the expense of the Company not later than the aforesaid filing date at least once in an Authorized Newspaper.

Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action. With respect to the Securities of any series, in case: (a) the Company Parent shall authorize the issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase shares of its Capital Stock or of any other right; (b) the Company Parent shall authorize the distribution to all holders of Common Stock of evidences of indebtedness or assets (except for cash dividends or distributions paid from retained earnings of the CompanyParent); (c) of any subdivision or combination of Common Stock or of any consolidation or merger to which the Company Parent is a party and for which approval by the shareholders of the Company Parent is required, or of the sale or transfer of all or substantially all of the assets of the CompanyParent; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyParent; then the Company Issuer shall cause to be filed with the Trustee and at the office or agency maintained for the purpose of conversion exchange of Securities of that series pursuant to Section 4.02, and shall cause to be mailed to the Holders of Securities of that series, at their last addresses as they shall appear on the register of the Company Issuer maintained by the Registrar, at least ten 10 days prior to the applicable record date hereinafter specified, a notice stating (1) the date as of which the holders of Common Stock to be entitled to receive any such rights, warrants or distribution are to be determined determined, or (2) the date on which any such subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action is expected to become effective, and the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their Common Stock for securities or other property, if any, deliverable upon such subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action. The failure to give the notice required by this Section 12.08 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, subdivision, combination, consolidation, merger, sale, transfer, dissolution, liquidation, winding up or other action, or the vote upon any of the foregoing. Such notice shall also be published by and at the expense of the Company Issuer not later than the aforesaid filing date at least once in an Authorized Newspaper.

Notice to Holders of the Securities of a Series Prior to Taking Certain Types of Action. With respect to the Securities of any seriesSeries, in case: (a) the Company shall authorize the issuance to all holders of Common Stock Shares of rights or warrants to subscribe for or purchase shares of its Capital Stock capital stock or of any other right; (b) the Company shall authorize the distribution to all holders of Common Stock Shares of evidences of indebtedness or assets (except for cash dividends or distributions paid from retained earnings of the Company); (c) of any subdivision or combination of Common Stock Shares or of any consolidation or merger to which the Company is a party and for which approval by the shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee and at the office or agency maintained for the purpose of conversion of Securities of that series such Series pursuant to Section 4.023.2, and shall cause to be mailed to the Holders of Securities of that seriessuch Series, at their last addresses as they shall appear on the Security register of the Company maintained by the RegistrarCompany, at least ten days prior to the applicable record date hereinafter specified, a notice stating (1i) the date as of which the holders of Common Stock Shares to be entitled to receive any such rights, warrants or distribution are to be determined determined, or (2ii) the date on which any such subdivision, combination, consolidation, merger, sale, transfer, dissolution, ,liquidation, winding up or other action is expected to become effective, and the date as of which it is expected that holders of record of Common Stock Shares shall be entitled to exchange their Common Stock Shares for securities or other property, if any, deliverable upon such subdivision, combination, consolidation, merger, ,sale, transfer, dissolution, liquidation, winding up or other action. The failure to give the notice required by this Section 12.08 13.8 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, ,subdivision, combination, consolidation, merger, sale, transfer, dissolution, ,liquidation, winding up or other action, or the vote upon any of the foregoing. Such notice shall also be published by and at the expense of the Company not later than the aforesaid filing date at least once in an Authorized Newspaper.