Common use of Notices of Certain Transactions Clause in Contracts

Notices of Certain Transactions. In case: (a) the Company shall take a record of the holders of its stock or securities at the time deliverable upon the exercise of this Warrant 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, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (b) of a Fundamental Change, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) of any redemption or mandatory conversion of any capital stock of the Company, or (e) of the closing of the initial public offering of the Company’s Common Stock pursuant to a registration statement under the Securities Act, then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such Fundamental Change, dissolution, liquidation, winding-up, redemption, conversion or closing is to take place, and the time, if any is to be fixed, as of which the holders of record of such stock or securities at the time deliverable upon such Fundamental Change, dissolution, liquidation, winding-up, redemption, conversion or closing are to be determined. Such notice shall be mailed at least 10 days prior to the earlier of the record date or effective date for the event specified in such notice.

Appears in 5 contracts

Samples: Warrant Agreement (Singulex Inc), Warrant Agreement (Singulex Inc), Warrant Agreement (Singulex Inc)

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Notices of Certain Transactions. In casethe event: (a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant Warrant) 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, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (b) of a Fundamental Changeany capital reorganization of the Company, any reclassification of the capital stock of the Company, or any consolidation or merger of the Company with or into another corporation, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) of any redemption or mandatory conversion of any capital stock of the Company, or (e) of the closing of the initial public offering of the Company’s Common Stock pursuant to a registration statement under the Securities Act, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such Fundamental Changereclassification, reorganization, consolidation, merger, dissolution, liquidation, liquidation or winding-up, redemption, conversion or closing up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Shares shall be entitled to exchange their shares of Warrant Shares (or such other stock or securities) for securities at the time or other property deliverable upon such Fundamental Changereclassification, reorganization, consolidation, merger, dissolution, liquidation, liquidation or winding-up, redemption, conversion or closing are to be determined. Such notice shall be mailed at least 10 ten (10) days prior to the earlier of the record date or effective date for the event specified in such notice.

Appears in 2 contracts

Samples: Financing Agreement (Echo Automotive, Inc.), Warrant Agreement (Echo Automotive, Inc.)

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Notices of Certain Transactions. In case: (a) the Company shall take a record of the holders of its common stock (or other stock or securities at the time deliverable issuable upon the exercise of this Warrant Warrant) 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, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation (other than a Fundamental Changeconsolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) the filing of any redemption or mandatory conversion of any capital stock of the Company, or (e) of the closing of the initial public offering of the Company’s Common Stock pursuant to a registration statement under by the Company with the Securities Actand Exchange Commission in connection with an underwritten public offering, then, and in each such case, the Company will mail deliver or cause to be mailed delivered to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such Fundamental Changereorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption, conversion up or closing registration statement is to take place, and the time, if any is to be fixed, as of which the holders of record of common stock (or such other stock or securities at the time deliverable upon such Fundamental Changereorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption, conversion or closing ,) are to be determined. Such notice shall be mailed at least 10 ten days prior to the earlier of the record date or effective date for the event specified in such notice, except that for purposes of (d) above, such notice shall be mailed at least ten days prior to the filing of such registration statement.

Appears in 2 contracts

Samples: Warrant Agreement (Bill the Butcher, Inc.), Warrant Agreement (Bill the Butcher, Inc.)

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