Common use of Notice to Warrant Holder Clause in Contracts

Notice to Warrant Holder. Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other manner, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the Company shall give notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of the closing the transfer books for the termination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any the meetings of stockholders shareholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder shareholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or exchange their shares of the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.Common Stock for

Notice to Warrant Holder. Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other manner, or as having any rights whatsoever as a stockholder of the Company. If, however, If at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur:time, (a) the Company shall take a record any action which would require an adjustment in the Exercise Price or in the number of the holders of its shares of Common Stock for the purpose of entitling them Warrant Shares pursuant to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Companyparagraph 4; or (b) the Company shall offer authorize the granting to all the holders of its Common Stock of any additional shares Distributions on Common Stock as set forth in paragraph 4(b), and notice thereof shall be given to holders of capital stock of the Company or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe thereforCommon Stock; or (c) a dissolution, liquidation or winding up of the Company shall issue any additional shares of Common Stock or declare any dividend (or any other distribution) on its Common Stock (other than its regular quarterly dividends); or (d) there shall be any capital reorganization or reclassification of the Common Stock (other than a change in connection with a par value or from par value to no par value or from no par value to par value of the Common Stock), or any consolidation or merger) merger to which the Company is a party, or a any sale or transfer of all or substantially all of its property, the assets and business as an entirety of the Company; or (e) there shall be proposeda voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of said eventscases, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a Warrant Holder, not less than 20 days before any record date or other date set for definitive action, or of the date of the closing the transfer books for the termination of the stockholders entitled to on which such dividendreorganization, distributionreclassification, convertible or exchangeable securities or subscription rightssale, or entitled to vote on such proposed consolidation, merger, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer bookstake place, as the case may be. Failure Such notice shall also set forth such facts as shall indicate the effect of such action (to give the extent such effect may be known at the date of such notice) on the current Exercise Price and the kind and amount of the Warrant Shares and other securities and property deliverable upon exercise of this Warrant. Such notice shall also specify the date as of which the holders of the Common Stock of record shall be entitled to exchange their Common Stock for securities or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any other property deliverable upon such dividendreorganization, or the issuance of any convertible or exchangeable securitiesreclassification, or subscription rightssale, options or warrantsconsolidation, or any proposed merger, dissolution, liquidationliquidation or winding up, winding up or saleas the case may be.

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any the meetings of stockholders shareholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder shareholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.legality or

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any the meetings of stockholders shareholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder shareholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 5 inclusive.

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder in respect of any the meetings of stockholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets another corporation; and business as an entirety the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.this Section 4

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any the meetings of stockholders shareholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder shareholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or 5 validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 5 inclusive.

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder in respect of any the meetings of stockholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription PRO RATA to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 4 inclusive.

Notice to Warrant Holder. Nothing contained in this Agreement shall be construed as conferring upon Holder, by virtue of holding the Holder Warrants, the right to vote or to vote, consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other mannermatter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: (a) the Company shall take takes a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment (which treatment shall be in accordance with generally accepted accounting principles) of such dividend or distribution on the books of the Company; , or (b) the Company shall offer offers to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchange exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; therefor or (c) a dissolution, liquidation or winding up of the Company (other than in connection with proposes to a consolidation dissolve, liquidate, wind up, transfer, consolidate, merge or merger) or a sale of sell all or substantially all of its property, assets and business as an entirety shall be proposed; thenentirety, in any one or more of said events, the Company it shall give notice of such event at least fifteen (15) 15 days prior to the date fixed as a record date or the date of the closing the transfer books for the termination determination of the stockholders entitled to participate in such dividend, distribution, convertible or exchangeable securities or subscription rights, event or entitled to vote on such proposed dissolution, liquidation, winding up or salethereon. Such notice shall specify such record date or the date of closing the transfer books, books as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.of

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any the meetings of stockholders shareholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder shareholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change E-37 4 from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 5 inclusive.

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any the meetings of stockholders shareholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder shareholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change E-34 4 from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 5 inclusive.

Notice to Warrant Holder. Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other manner, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the Company shall give notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of the closing the transfer books for the termination determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notice to Warrant Holder. Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other manner, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the Company shall give notice to the Holder of such event at least fifteen (15) days prior to the date fixed as a record date or the date of the closing the transfer books for the termination determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.date

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder in respect of any the meetings of stockholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occur:event that: Init. _______ (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or distribution make any distribution(other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription PRO RATA to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification,consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 4 inclusive.

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder in respect of any the meetings of stockholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or distribution make any distribution(other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 4 inclusive.

Notice to Warrant Holder. Nothing contained in this Warrant Agreement shall be construed as conferring upon Holder, by virtue of holding the Holder Warrants, the right to vote or to vote, consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other mannermatter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment (which treatment shall be in accordance with generally accepted accounting principles) of such dividend or distribution on the books of the Company; or (b) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or liquidation, winding up of the Company (other than in connection with a consolidation or merger) up, transfer, consolidation, merger or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the Company shall give notice of such event at least fifteen (15) 15 days prior to the date fixed as a record date or the date of the closing the transfer books for the termination determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notice to Warrant Holder. Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other manner, or as having any rights whatsoever as a stockholder of the Company. If, however, In case at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occurtime: (a) the Company shall take a record any action which would require an adjustment in the Exercise price and/or in the number of the holders of its shares of Common Stock for the purpose of entitling them Warrant Shares pursuant to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the CompanySection 4; or (b) the Company shall offer authorize the granting to all the holders of its Common Stock of any additional shares distributions on Common Stock as set forth in subsection 4(b), and notice thereof shall be given to holders of capital stock of the Company or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe thereforCommon Stock; or (c) the Company shall issue any Additional Common Stock or declare any dividend (or any other distribution) other than a normal quarterly dividend on its Common Stock; or (d) there shall be any capital reorganization or reclassification of the Common Stock (other than a change in par value or from par value to no par value or from no par value to par value of the Common Stock), or any consolidation or merger to which the Company is a party or any sale or transfer of all or substantially all of the assets of the Company; or (e) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposedCompany; then, in any one or more of said eventscases, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a Warrant Holder, not less than 20 days before any record date or other date set for definitive action, or of the date of the closing the transfer books for the termination of the stockholders entitled to on which such dividendreorganization, distributionreclassification, convertible or exchangeable securities or subscription rightssale, or entitled to vote on such proposed consolidation, merger, dissolution, liquidation, or winding up or sale. Such notice shall specify such record date or the date of closing the transfer bookstake place, as the case may be. Failure Such notice shall also set forth such facts as shall indicate the effect of such action (to give the extent such effect may be known at the date of such notice) on the current Exercise price and the kind and amount of the Warrant Shares and other securities and property deliverable upon exercise of the Warrant. Such notice shall also specify the date as of which the holders of the Common Stock of record shall be entitled to exchange their Common Stock for securities or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any other property deliverable upon such dividendreorganization, or the issuance of any convertible or exchangeable securitiesreclassification, or subscription rightssale, options or warrantsconsolidation, or any proposed merger, dissolution, liquidationliquidation or winding up, as the case may be (on which date, in the event of voluntary or involuntary dissolution, liquidation or winding up or saleof the Company, the right to exercise the Warrant shall terminate).

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any the meetings of stockholders shareholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder shareholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (bc) the Company shall offer take action to all accomplish any capital reorganization, or reclassification of the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; or (c) a dissolution, liquidation or winding up of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets and business as an entirety another corporation; or (d) the Company shall be proposedtake action looking to a voluntary dissolution, liquidation or winding up of the Company; then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 5 inclusive.

Notice to Warrant Holder. Nothing contained in this Agreement herein shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a stockholder in respect of any the meetings of stockholders for the election of directors of the Company or any other mannermatter, or as having any other rights whatsoever as a stockholder of the Company. If; provided, however, at any time prior to that in the expiration of the Warrants and their exercise, any of the following events shall occurevent that: (a) the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them action to receive a dividend or make any distribution (other than cash dividends payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current earnings or retained earnings, as indicated by the accounting treatment of such dividend or distribution earned surplus) on the books of the Company; orCommon Stock; (b) the Company shall take action to offer for subscription pro rata to all the holders of its the Common Stock any additional shares of capital stock of the Company any class or other rights or securities convertible into or exchange for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor; orCommon Stock; (c) a dissolutionthe Company shall take action to accomplish any capital reorganization, liquidation or winding up reclassification of the capital stock of the Company (other than a change in connection with par value, or a change from par value to no par value, or a change from no par value to par value, or a subdivision or combination of the Common Stock), or a consolidation or merger) merger of the Company into, or a sale of all or substantially all of its propertyassets to, assets another corporation; and business as an entirety the Company shall be proposed; thentake action looking to a voluntary dissolution, liquidation or winding up of the Company: Then, in any one or more of said eventssuch cases, the Company shall give notice of such event shall, (x) at least fifteen (15) 10 days prior to the date fixed as on which the books of the Company shall close or a record date shall be taken for such distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause notice thereof to be sent to the Warrant Holder at the address appearing on the Warrant register of the Company and, (y) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, cause at least 10 days' prior written notice of the date when the same shall take place to be given to the Warrant Holder in the same manner. Such notice in accordance with the foregoing clause (x) shall also specify, in the case of the closing the transfer books for the termination of the stockholders entitled to any such dividend, distribution, convertible or exchangeable securities distribution or subscription rights, or the date on which the holders of the Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (y) shall also specify the date on which the holders of the Common Stock shall be entitled to vote on exchange their shares of the Common Stock for securities or other property deliverable upon such proposed reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up or sale. Such notice shall specify such record date or the date of closing the transfer booksup, as the case may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken of the matters set forth in connection with the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or salethis Section 9.