Common use of Notice to the Holder Clause in Contracts

Notice to the Holder. (a) If, prior to the expiration of this Warrant either by its terms or by exercise in full, any of the following shall occur: (i) the Company shall declare a dividend or authorize any other distribution on its Common Stock, including those of the type identified in Section 5(a) hereof; (ii) any reclassification, reorganization, or similar change of the shares of Common Stock, or any consolidation or merger to which the Company is a party, or the sale, lease, pledge, mortgage, exchange, or other conveyance of all or substantially all of the assets of the Company; (iii) the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (iv) any purchase, retirement or redemption by the Company of its Common Stock; then, and in any such case, the Company shall deliver to the Holder written notice thereof at least 20 days prior to the earliest applicable date specified below with respect to which notice is to be given, which notice shall state the following: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, or rights, or, if a record is not to be taken, the date as of which the shareholders of record of the Common Stock to be entitled to such dividend, distribution, or rights are to be determined; (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up or purchase, retirement, or redemption is expected to become effective, and the date, if any, as of which the Company's holders of record of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up, purchase, retirement, or redemption; and (z) if any matters referred to in the foregoing clauses (x) and (y) are to be voted upon by holders of shares of Common Stock, the date as of which those shareholders to be entitled to vote are to be determined. (b) Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder which indicates the event requiring the adjustment, the adjusted Purchase Price and the adjusted number of Warrant Shares that may be acquired or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company's independent public accountant shall determine the method of calculating the adjustment and shall prepare a certificate setting forth such calculations, the reason for the methodology chosen, and the facts upon which the calculation is based. Such certificate shall accompany the notice to be provided to the Holder pursuant to this Section 6(b).

Notice to the Holder. (a) If, prior to the expiration of this Warrant either by its terms or by exercise in full, any of the following shall occur: : (i) the The Company shall declare a dividend or authorize any other distribution on its Common Stock, including those of the type identified in Section 5(a) hereof; (ii) the Company shall authorize the granting to the shareholders of its Common Stock of rights to subscribe for or purchase any securities or any other similar rights; (iii) any reclassification, reorganization, reorganization or similar change of the shares of Common Stock, or any consolidation or merger to which the Company is a party, or the sale, lease, pledge, mortgage, exchange, or other conveyance of all or substantially all of the assets of the Company; (iiiiv) the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (ivv) any purchase, retirement or redemption by the Company of its Common Stock; then, and in any such case, the Company shall deliver to the Holder written notice thereof at least 20 30 days prior to the earliest applicable date specified below with respect to which notice is to be given, which notice shall state the following: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, distribution or rights, or, if a record is not to be taken, the date as of which the shareholders of record of the Common Stock of record to be entitled to such dividend, distribution, distribution or rights are to be determined; (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up or purchase, retirement, retirement or redemption is expected to become effective, and the date, if any, as of which the Company's holders shareholders of Common Stock of record of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up, purchase, retirement, retirement or redemption; and (z) if any matters referred to in the foregoing clauses (x) and (y) are to be voted upon by holders of shares shareholders of Common Stock, the date as of which those shareholders to be entitled to vote are to be determined. (b) Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder which indicates the event requiring the adjustment, the adjusted Purchase Price and the adjusted number of Warrant Shares that may be acquired or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company's independent public accountant shall determine the method of calculating the adjustment and shall prepare a certificate setting forth such calculations, the reason for the methodology chosen, chosen and the facts upon which the calculation is based. Such certificate shall accompany the notice to be provided to the Holder pursuant to this Section 6(b).

Notice to the Holder. (a) If, prior to the expiration of this Warrant either by its terms or by exercise in full, any of the following shall occur: (i) the Company shall declare a dividend or authorize any other distribution on its Common Stock, including those of the type identified in Section 5(a) hereof; (ii) any reclassification, reorganization, or similar change of the shares of Common Stock, or any consolidation or merger to which the Company is a party, or the sale, lease, pledge, mortgage, exchange, or other conveyance of all or substantially all of the assets of the Company; (iii) the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (iv) any purchase, retirement or redemption by the Company of its Common Stock; then, and in any such case, the Company shall deliver to the Holder written notice thereof at least 20 days prior to the earliest applicable date specified below with respect to which notice is to be given, which notice shall state the following: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, or rights, or, if a record is not to be taken, the date as of which the shareholders of record of the Common Stock to be entitled to such dividend, distribution, or rights are to be determined; (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up or purchase, retirement, or redemption is expected to become effective, and the date, if any, as of which the Company's ’s holders of record of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up, purchase, retirement, or redemption; and (z) if any matters referred to in the foregoing clauses (x) and (y) are to be voted upon by holders of shares of Common Stock, the date as of which those shareholders to be entitled to vote are to be determined. (b) Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder which indicates the event requiring the adjustment, the adjusted Purchase Price and the adjusted number of Warrant Shares that may be acquired or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company's ’s independent public accountant shall determine the method of calculating the adjustment and shall prepare a certificate setting forth such calculations, the reason for the methodology chosen, and the facts upon which the calculation is based. Such certificate shall accompany the notice to be provided to the Holder pursuant to this Section 6(b).

Notice to the Holder. (a) If, prior to the expiration of this Warrant either by its terms or by exercise in full, any of the following shall occur: (i) the Company shall declare a dividend or authorize any other distribution on its Common Stock, including those of the type identified in Section 5(a) hereof; (ii) any reclassification, reorganization, or similar change of the shares of Common Stock, or any consolidation or merger to which the Company is a party, or the sale, lease, pledge, mortgage, exchange, or other conveyance of all or substantially all of the assets of the Company; (iii) the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (iv) any purchase, retirement or redemption by the Company of its Common Stock; then, and in any such case, the Company shall deliver to the Holder written notice thereof at least 20 days prior to the earliest applicable date specified below with respect to which notice is to be given, which notice shall state the following: (x) the date on which a record is to be taken for the purpose of such dividend, distribution, or rights, or, if a record is not to be taken, the date as of which the shareholders of record of the Common Stock to be entitled to such dividend, distribution, or rights are to be determined; (y) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up or purchase, retirement, or redemption is expected to become effective, and the date, if any, as of which the Company's ’s holders of record of the Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up, purchase, retirement, or redemption; and (z) if any matters referred to in the foregoing clauses (x) and (y) are to be voted upon by holders of shares of Common Stock, the date as of which those shareholders to be entitled to vote are to be determined. (b) Upon the happening of an event requiring adjustment of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder which indicates the event requiring the adjustment, the adjusted Purchase Price and the adjusted number of Warrant Shares that may be acquired or the kind and amount of any such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company's independent public accountant shall determine the method of calculating the adjustment and shall prepare a certificate setting forth such calculations, the reason for the methodology chosen, and the facts upon which the calculation is based. Such certificate shall accompany the notice to be provided to the Holder pursuant to this Section 6(b).

Notice to the Holder. (a) If, prior to the expiration of this Warrant either by its terms or by exercise in full, any of the following shall occur: If (i) the Company Hightimes shall declare a dividend (or authorize any other distribution in whatever form) on its the Common Stock, including those of the type identified in Section 5(a) hereof; (ii) any reclassification, reorganization, Hightimes shall declare a special nonrecurring cash dividend on or similar change a redemption of the shares of Common Stock, (ii) Hightimes shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (iv) the approval of any stockholders of Hightimes shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company Hightimes is a party, any sale or the sale, lease, pledge, mortgage, exchange, or other conveyance transfer of all or substantially all of the assets of Hightimes, of any compulsory share exchange whereby the Company; Common Stock is converted into other securities, cash or property, or (iiiv) Hightimes shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (iv) any purchaseaffairs of Hightimes, retirement or redemption by the Company of its Common Stock; then, and in any such each case, Hightimes shall cause to be filed at each office or agency maintained for the Company purpose of Conversion of the Conversion Amount, and shall deliver cause to be delivered to the Holder written notice thereof at its last address as it shall appear upon the Note Register, at least 20 twenty (20) calendar days prior to the earliest applicable record or effective date specified below with respect to which hereinafter specified, a notice is to be given, which notice shall state the following: stating (xA) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or rightswarrants, or, or if a record is not to be taken, the date as of which the shareholders of record holders of the Common Stock of record to be entitled to such dividend, distributiondistributions, redemption, rights or rights warrants are to be determined; , or (yB) the date on which such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, exchange, transfer, dissolution, liquidation, winding up transfer or purchase, retirement, or redemption share exchange is expected to become effectiveeffective or close, and the date, if any, date as of which the Company's it is expected that holders of record of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, lease, pledge, mortgage, transfer or share exchange, transfer, dissolution, liquidation, winding up, purchase, retirement, provided that the failure to deliver such notice or redemption; and (z) if any matters referred to defect therein or in the foregoing clauses (x) and (y) are delivery thereof shall not affect the validity of the corporate action required to be voted upon by holders of shares of Common Stock, specified in such notice. The Holder is entitled to convert the Conversion Amount during the 20-day period commencing on the date as of which those shareholders to be entitled to vote are to be determined. (b) Upon such notice through the happening of an event requiring adjustment effective date of the Purchase Price or the kind or amount of securities or property purchasable hereunder, the Company shall forthwith give notice to the Holder which indicates the event requiring the adjustment, the adjusted Purchase Price and the adjusted number of Warrant Shares that may be acquired or the kind and amount of any triggering such securities or property so purchasable upon exercise of this Warrant, as the case may be, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company's independent public accountant shall determine the method of calculating the adjustment and shall prepare a certificate setting forth such calculations, the reason for the methodology chosen, and the facts upon which the calculation is based. Such certificate shall accompany the notice to be provided to the Holder pursuant to this Section 6(b)notice.