Common use of NOTICES OF CERTAIN ACTIONS Clause in Contracts

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. In the event that the Issuer proposes toCompany: (a) shall authorize the issuance to all holders of Share Capital of the Issuer Common Stock of rights or warrants to subscribe for or purchase Share Capital capital stock of the Issuer;Company or of any other subscription rights or warrants; or (b) shall authorize a Distribution dividend or other distribution to any holder all holders of Common Stock of evidences of its Indebtednessindebtedness, Cash cash or other Property;property or assets; or (c) become becomes a party to any consolidation or merger for which approval of any holders of Share Capital shareholders of the Issuer Company will be required, or to a conveyance or transfer of all or substantially all the Property properties and assets of the Issuer; (d) effect Company substantially as an entirety, or of any capital reorganization or reclassification of any Share Capital or change of the Issuer 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 (ed) commence commences a voluntary or involuntary dissolution, liquidation or winding up of the Issuerup; or (fe) take takes any other action which would result in require an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrantspursuant to Article V; then the Issuer Company shall provide a written notice to each Holder stating (Ai) the date as of which the holders of record of Share Capital of the Issuer Common Stock to be entitled to receive any such rights rights, warrants or Distributions distribution are to be determined, (Bii) the material terms of any such consolidation or merger and the expected effective date thereof thereof, or (Ciii) the material terms of any such conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding upup and the expected effective date thereof, and the date as of which it is expected that holders of record of shares of Share Capital of the Issuer Common Stock will be entitled to exchange their Share Capital of the Issuer shares for Securities securities or other Propertyproperty, if any, deliverable upon such reclassification, 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. The failure to give the notice required by this Section 7.1 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

NOTICES OF CERTAIN ACTIONS. In the event that the Issuer proposes toCompany: (a) shall authorize the issuance to all holders of Share Capital of the Issuer Common Stock of rights or warrants to subscribe for or purchase Share Capital capital stock of the Issuer;Company or of any other subscription rights or warrants; or (b) shall authorize a Distribution dividend or other distribution to any holder all holders of evidences Common Stock of its Indebtednessindebtedness, Cash cash or other Property;property or assets; or (c) become becomes a party to any consolidation or merger for which approval of any holders of Share Capital shareholders of the Issuer Company will be required, or to a conveyance or transfer of all or substantially all the Property properties and assets of the Issuer; (d) effect Company substantially as an entirety, or of any capital reorganization or reclassification of any Share Capital or change of the Issuer 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 (ed) commence commences a voluntary or involuntary dissolution, liquidation or winding up of the Issuerup; or (fe) take takes any other action which would result in require an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrantspursuant to Article V; then the Issuer Company shall provide a written notice to each Holder stating (Ai) the date as of which the holders of record of Share Capital of the Issuer Common Stock to be entitled to receive any such rights rights, warrants or Distributions distribution are to be determined, (Bii) the material terms of any such consolidation or merger and the expected effective date thereof thereof, or (Ciii) the material terms of any such conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up, the date it is expected to become effective, and the date as of which it is expected that holders of record of shares of Share Capital of the Issuer Common Stock will be entitled to exchange their Share Capital of the Issuer shares for Securities securities or other Propertyproperty, if any, deliverable upon such reclassification, 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. The failure to give the notice required by this Section 6.1 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

NOTICES OF CERTAIN ACTIONS. In the event that the Issuer proposes toCompany: (ai) shall authorize the issuance to holders of Share Capital of the Issuer Common Stock of rights or warrants to subscribe for or purchase Share Capital capital stock of the Issuer;Company or of any other subscription rights or warrants; or (bii) shall authorize a Distribution dividend or other distribution to any holder holders of Common Stock of evidences of its Indebtednessindebtedness, Cash cash or other Property;property or assets; or (ciii) proposes to become a party to any consolidation or merger for which approval of any holders of Share Capital stockholders of the Issuer Company will be required, or to a conveyance or transfer of all or substantially all the Property properties and assets of the Issuer; (d) effect Company substantially as an entirety, or of any capital reorganization or reclassification of any Share Capital or change of the Issuer (other than a change in par value);Common Stock; or (eiv) commence commences a voluntary or involuntary dissolution, liquidation or winding up of the Issuerup; (v) commences a Qualified Public Offering; or (fvi) fails to comply with the provisions of this Agreement; or (vii) proposes to take any other action which would result in require an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrantspursuant to Section 9; then the Issuer Company shall provide a written notice to each Holder stating (Ai) the date as of which the holders of record of Share Capital of the Issuer Common Stock to be entitled to receive any such rights rights, warrants or Distributions distribution are to be determined, (Bii) the material terms of any such consolidation or merger and the expected effective date thereof thereof, or (Ciii) the material terms of any such conveyance or transfer, and the date on which any such conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding upup is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Share Capital of the Issuer Common Stock will be entitled to exchange their Share Capital of the Issuer shares for Securities securities or other Propertyproperty, if any, deliverable upon such reclassification, conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding up. Such notice shall be given not later than seven (7) 10 Business Days prior to the effective date (or the applicable record date, if earlier) of such event. The failure to give the notice required by this subsection 13(a) or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

NOTICES OF CERTAIN ACTIONS. In the event that the Issuer proposes toCompany: (a) shall authorize the issuance to all holders of Share Capital of the Issuer Common Stock of rights or warrants to subscribe for or purchase Share Capital capital stock of the Issuer;Company or of any other subscription rights or warrants; or (b) shall authorize a Distribution dividend or other distribution to any holder all holders of Common Stock of evidences of its Indebtednessindebtedness, Cash cash or other Property;property or assets; or (c) become becomes a party to any consolidation or merger for which approval of any holders of Share Capital shareholders of the Issuer Company will be required, or to a conveyance or transfer of all or substantially all the Property properties and assets of the Issuer; (d) effect Company substantially as an entirety, or of any capital reorganization or reclassification of any Share Capital or change of the Issuer 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 (ed) commence commences a voluntary or involuntary dissolution, liquidation or winding up of the Issuerup; or (fe) take takes any other action which would result in require an adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise of the Warrantspursuant to Article V; then the Issuer Company shall provide a written notice to each Holder stating (Ai) the date as of which the holders of record of Share Capital of the Issuer Common Stock to be entitled to receive any such rights rights, warrants or Distributions distribution are to be determined, (Bii) the material terms of any such consolidation or merger and the expected effective date thereof thereof, or (Ciii) the material terms of any such conveyance, transfer, reorganization, reclassification, dissolution, liquidation or winding upup is expected to become effective, and the date as of which it is expected that holders of record of shares of Share Capital of the Issuer Common Stock will be entitled to exchange their Share Capital of the Issuer shares for Securities securities or other Propertyproperty, if any, deliverable upon such reclassification, 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. The failure to give the notice required by this Section 7.1 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.