NOTICES OF CERTAIN ACTIONS. In the event:
(a) the Company sets a record date with respect to the holders of Common Stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;
(b) the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or other similar event;
(c) the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split, or reclassification of shares of Common Stock or other similar event;
(d) of any capital reorganization or reclassification of the Common Stock, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation or other similar event;
(e) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company;
(f) the bankruptcy whether voluntary or involuntary of the Company; then, and in each such case, the Company will provide written notice (an “Event Notice”) to the Holder at least ten days prior to (i) the record date in the case of (a) above, specifying the record date and the amount and character of such dividend, distribution or right, and (ii) the effective date of any event specified in clause (b), (c), (d), (e), of (f) above, specifying the effective date on which such event is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock will be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such event, if applicable. Any failure to mail an Event Notice required by this Section 12 or any defect therein or in the mailing thereof will not affect the validity of the corporate action required to be specified in such Event Notice. Nothing herein shall prohibit the Holder from exercising this Warrant during the ten day period commencing on the date of an Event Notice, provided that such exercise occurs prior to the Expiration Date and the Holder otherwise complies with the terms hereof.
NOTICES OF CERTAIN ACTIONS. In the event that the Company:
(i) shall have authorized the issuance of rights or warrants to subscribe for or purchase capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later, or of any other subscription rights or warrants to purchase capital stock to holders of any type of capital stock of the Company since the last notice delivered pursuant to this Section 12(a)(i) or the date hereof, whichever is later; or
(ii) shall authorize a dividend or other distribution of evidences of its indebtedness, cash or other property or assets to holders of any type of capital stock of the Company; or
(iii) proposes to become a party to any consolidation or merger for which approval of any stockholders of the Company will be required, or to a conveyance or transfer of all or substantially all of the properties and assets of the Company or of any capital reorganization or reclassification or change of any type of capital stock of the Company; or
(iv) commences a voluntary or involuntary dissolution, liquidation or winding up; or
(v) fails to comply with the provisions of this Agreement; or
(vi) proposes to take any other action which would require an adjustment pursuant to Section 9; or
(vii) proposes any refinancing of the Credit Agreement, the Subordinated Loan Agreement or any Refinancing Agreement; or
(viii) sends any notice or information to the holders of Common Stock of the Company or the Company becomes aware of any potential Change of Control; then the Company shall provide a written notice to each Holder stating (i) the date as of which the holders of record of capital stock are to be entitled to receive any such rights or warrants to subscribe for or purchase capital stock of the Company, (ii) the record date of such dividend or other distribution of evidence of its indebtedness, cash or other property or assets, (iii) the material terms of any such consolidation or merger and the expected effective date thereof, and the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of capital stock will be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, conveyance, transfer, dissolution, liquidation or winding up, (iv) the natu...
NOTICES OF CERTAIN ACTIONS. The Corporation shall give written notice to the holders at least 30 days prior to the date on which the Corporation closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any pro rata subscription offer to holders of Common Stock, or (C) for determining rights to vote with respect to any recapitalization, reorganization, reclassification, consolidation, merger, dissolution, liquidation or sale of all or substantially all of the Corporation’s assets or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock.
NOTICES OF CERTAIN ACTIONS. In the event that the Issuer proposes to:
(a) authorize the issuance to holders of Share Capital of the Issuer of rights or warrants to subscribe for or purchase Share Capital of the Issuer;
(b) authorize a Distribution to any holder of evidences of its Indebtedness, Cash or other Property;
(c) become a party to any consolidation or merger for which approval of any holders of Share Capital of the Issuer will be required, or to a conveyance or transfer of all or substantially all the Property of the Issuer;
(d) effect any capital reorganization or reclassification of any Share Capital of the Issuer (other than a change in par value);
(e) commence a voluntary or involuntary dissolution, liquidation or winding up of the Issuer; or
(f) take any other action which would result in an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrants; then the Issuer shall provide a written notice to each Holder stating (A) the date as of which the holders of record of Share Capital of the Issuer to be entitled to receive any such rights or Distributions are to be determined, (B) the material terms of any such consolidation or merger and the expected effective date thereof or (C) the material terms of any such conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up, and the date as of which it is expected that holders of record of shares of Share Capital of the Issuer will be entitled to exchange their Share Capital of the Issuer for Securities or other Property, if any, deliverable upon such conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up. Such notice shall be given not later than seven (7) Business Days prior to the effective date (or the applicable record date, if earlier) of such event.
NOTICES OF CERTAIN ACTIONS. The Company shall give written notice to the Holder in the event (A) the Company closes its books or takes a record (1) with respect to any dividend or distribution upon the Common Stock, or for the purpose of entitling or enabling any stockholder to receive any other right, or (2) with respect to any pro rata subscription offer to holders of Common Stock, or (B) of any recapitalization, reorganization, reclassification, consolidation, merger, dissolution, liquidation or sale of all or substantially all of the Company's assets or other transaction which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities, cash or assets with respect to or in exchange for Common Stock. Such notice shall be sent at least ten days prior to the record date or effective date for the event specified in such notice.
NOTICES OF CERTAIN ACTIONS. 18 6.2 Merger and Consolidation of the Issuer..........................18
NOTICES OF CERTAIN ACTIONS. In the event of:
(a) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or
(b) any capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, any consolidation or merger involving the Corporation and any other Person or any transfer of all or substantially all the assets of the Corporation to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, or
(d) authorization of an issuance of capital stock of the Corporation or any Options or Convertible Securities or a proposal to issue any capital stock of the Corporation or any Options or Convertible Securities or a proposal to commit the Corporation to issue capital stock of the Corporation or any Options or Convertible Securities; or
(e) the failure to comply with the provisions of this Certificate of Designation; or
(f) any plan or proposal by the Corporation to register securities of the Corporation with the Securities and Exchange Commission (or any successor agency); or
(g) any proposal to take any other action which would require an adjustment pursuant to Section 4(c); the Corporation will deliver to the holder a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right, (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up, (iii) the terms and conditions of any such issuance (including price, the terms of the offered securities and the proposed timing thereof), (iv) the nature of the lack of compliance, any correcti...
NOTICES OF CERTAIN ACTIONS. 20 6.2 Merger or Consolidation of the Company......................................... 21 ARTICLE VII MISCELLANEOUS........................................................... 21
NOTICES OF CERTAIN ACTIONS. In the event that the Company:
(i) shall authorize issuance to all holders of Common Stock of rights or warrants to subscribe for or purchase capital stock of the Company or of any other subscription rights or warrants; or
(ii) shall authorize a dividend or other distribution to all holders of Common Stock of evidences of its indebtedness, cash or other property or assets; or
(iii) becomes a party to any consolidation or merger for which approval of any shareholders of the Company will be required, or to a conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any capital reorganization or reclassification or change 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, or as a result of a subdivision or combination); or
(iv) commences a voluntary or involuntary dissolution, liquidation or winding up;
NOTICES OF CERTAIN ACTIONS. The Company, the Parent and the -------------------------- Stockholders, on the one hand, and the Buyer, on the other hand, shall promptly notify the other such party or parties of:
(i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions provided for in this Agreement;
(ii) any material notice or other communication from any Governmental Entity in connection with the transactions provided for in this Agreement; and