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) Ventas, Inc. 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) Ventas, Inc. 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 Ventas, Inc.); (c) of any subdivision or combination of Common Stock or of any consolidation or merger to which Ventas, Inc. is a party and for which approval by the shareholders of Ventas, Inc. is required, or of the sale or transfer of all or substantially all of the assets of Ventas, Inc.; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of Ventas, Inc.; then Ventas, Inc. 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 Ventas, Inc. maintained by the Registrar, at least 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, 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 Ventas, Inc. 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) Ventas, Inc. 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) Ventas, Inc. 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 Ventas, Inc.); (c) of any subdivision or combination of Common Stock or of any consolidation consolidation, amalgamation or merger to which Ventas, Inc. is a party and for which approval by the shareholders of Ventas, Inc. is required, or of the sale or transfer of all or substantially all of the assets of Ventas, Inc.; or (d) of the voluntary or involuntary dissolution, liquidation or winding up of Ventas, Inc.; then Ventas, Inc. 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 Ventas, Inc. maintained by the Registrar, at least 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, or (2) the date on which any such subdivision, combination, consolidation, amalgamation, 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, amalgamation, 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, amalgamation, 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 Ventas, Inc. not later than the aforesaid filing date at least once in an Authorized Newspaper.