Notices of Corporate Action. In the event of: (a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or event.
Appears in 12 contracts
Samples: Warrant Agreement (Softnet Systems Inc), Restructure Agreement (NTN Communications Inc), Warrant Agreement (Starbase Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities Voting Securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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, sale, disposition, liquidation or winding-up. Such notice shall be mailed at least 20 ten (10) days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 9 contracts
Samples: Common Stock Purchase Warrant (Viseon Inc), Common Stock Purchase Warrant (Viseon Inc), Asset Purchase Agreement (Rsi Systems Inc/Mn)
Notices of Corporate Action. In the event of:of ---------------------------
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities Voting Securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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, sale, disposition, liquidation or winding-up. Such notice shall be mailed at least 20 45 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 8 contracts
Samples: Common Stock Purchase Warrant (Polyphase Corp), Common Stock Purchase Warrant (Polyphase Corp), Common Stock Purchase Warrant (Polyphase Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-upup and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 20 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 7 contracts
Samples: Common Stock Purchase Warrant (Beatnik Inc), Common Stock Purchase Warrant (Beatnik Inc), Unit Purchase Agreement (Immune Response Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 6 contracts
Samples: Common Stock Purchase Warrant, Warrant Agreement (Clean Harbors Inc), Securities Purchase Agreement (Datatec Systems Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 90 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 5 contracts
Samples: Common Stock Purchase Warrant (Perma Fix Environmental Services Inc), Common Stock Purchase Warrant (Perma Fix Environmental Services Inc), Common Stock Purchase Warrant (Eco Soil Systems Inc)
Notices of Corporate Action. In the event of:: ---------------------------
(a) any taking by the Company 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 CompanyCorporation, any reclassification or recapitalization of the capital stock of the CompanyCorporation, any consolidation or merger involving the Company Corporation and any other Person, any transaction or series of transactions by the Corporation in which more than 50% of the voting securities of the Company Corporation are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company Corporation to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, the Company Corporation shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 30 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 5 contracts
Samples: Warrant Agreement (General Datacomm Industries Inc), Common Stock Purchase Warrant (General Datacomm Industries Inc), Common Stock Purchase Warrant (General Datacomm Industries Inc)
Notices of Corporate Action. In the event of:: ---------------------------
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or event.
Appears in 4 contracts
Samples: Warrant Agreement (Lasersight Inc /De), Warrant Agreement (Capita Research Group Inc), Warrant Agreement (Capita Research Group Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification reclas sification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation liquida tion or winding-up of the Company,
(d) any issuance of any Common Stock, Convertible Security or Option by the Company, or
(e) any Sale of the Company, the Company shall will mail to each the holder of a this Warrant 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 distribu tion or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidationconsolida tion, merger, transfer, sale, disposition, dissolution, liquidation or liquidation, winding-up or Sale of the Company is to take place and place, 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-upup and a description in reasonable detail of the transaction and (iii) the date of such issuance, together with a description of the security so issued and the consideration received by the Company therefor. Such notice shall be mailed at least 20 30 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Picower Jeffry M), Common Stock Purchase Warrant (Physician Computer Network Inc /Nj), Stock Purchase Agreement (Physician Computer Network Inc /Nj)
Notices of Corporate Action. In the event of:
(a) any taking by the Company of a record of the holders Holders of any class of securities for the purpose of determining the holders 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 Other Securities or property, or to receive any other right, or
(b) the declaration by the Company of any dividend payable in stock upon Common Stock Equivalents or any other distribution by the Company to the holders of the Common Stock Equivalents, or
(c) the Company proposing to make an offer for subscription pro rata to the holders of its Common Stock Equivalents of any additional shares of stock of any class or other rights, or
(d) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(f) any other action of a type referred to in Section 3 hereof, the Company shall mail to each holder Holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders Holders of record of Class A Common Stock (or Other Securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 45 days prior to the date therein specified. At no time prior to the date therein specified but shall the Company take any action which could prevent the exercise or conversion of this Warrant in no event earlier than accordance with the public announcement of such proposed transaction or eventterms hereof.
Appears in 4 contracts
Samples: Warrant Agreement (Kenexa Corp), Warrant Agreement (Kenexa Corp), Warrant Agreement (Kenexa Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or,
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(d) any adjustment to the Exercise Price, the Company shall mail give to each holder Holder of a Warrant a notice specifying (i) in the case of clause (a), 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, and (ii) in the case of clauses (b) and (c), the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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-upup and (iii) in the case of clause (d), the adjustment so made and setting forth in reasonable detail the calculation of such adjustment. Such notice shall be mailed given by the Company at least 20 10 days prior to the earlier of the date therein specified but or expected date on which such action is to take place and the applicable record date, in no event earlier than the public announcement case of clauses (a), (b) and (c), and promptly upon the occurrence of such proposed transaction or eventadjustment, in the case of clause (d).
Appears in 4 contracts
Samples: Warrant Agreement (Tontine Capital Partners L P), Warrant Agreement (Patrick Industries Inc), Warrant Agreement (Patrick Industries Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 ten (10) days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least ten (10) days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Sensory Science Corp), Warrant Agreement (Diamond Multimedia Systems Inc), Warrant Agreement (S3 Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such In the case of any action covered by clause (a) above, such notice shall be mailed by the Company at least 10 days prior to the date on which such record is to be taken, and, in the case of any action covered by clause (b) or (c) above, such notice shall be mailed by the Company at least 20 days prior to the date therein specified but in no event earlier than the public announcement of or expected date on which such proposed transaction or eventaction is to take place.
Appears in 3 contracts
Samples: Warrant Agreement (Atp Oil & Gas Corp), Warrant Agreement (Atp Oil & Gas Corp), Loan Agreement (Inamed Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 45 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 3 contracts
Samples: Warrant Agreement (Cybex International Inc), Warrant Agreement (Source Interlink Companies Inc), Warrant Agreement (Source Interlink Companies Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 CompanyCorporation, any reclassification or recapitalization of the capital stock of the CompanyCorporation, any consolidation or merger involving the Company Corporation and any other Person, any transaction or series of transactions by the Corporation in which more than 50% of the voting securities of the Company Corporation are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company Corporation to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, the Company Corporation shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 30 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 3 contracts
Samples: Warrant Agreement (Modlin Howard S), Warrant Agreement (Outsource International Inc), Warrant Agreement (General Datacomm Industries Inc)
Notices of Corporate Action. In the event of:
: (a) any taking by the Company 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 (other than a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus, determined in accordance with generally accepted accounting principles, in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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
or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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, or Series C Shares) shall be entitled to exchange their shares of Common Stock (or Other Securities, or Series C Shares) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 thirty (30) days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 3 contracts
Samples: Warrant Agreement (Starband Communications Inc), Warrant Agreement (Starband Communications Inc), Warrant Agreement (Starband Communications Inc)
Notices of Corporate Action. In the event of:of ---------------------------
(a) any taking by the Company 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 (other than, for so long as the Company qualifies as an S corporation for federal income tax purposes, an annual cash dividend not in excess of the amount equal to the taxable income of the Company for the preceding calendar year multiplied by the maximum federal income tax rate on individuals for the preceding calendar year) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 45 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Information Management Associates Inc), Common Stock Purchase Warrant (Information Management Associates Inc), Common Stock Purchase Warrant (Information Management Associates Inc)
Notices of Corporate Action. In So long as this Warrant has not been exercised in full, in the event of:
(a) any taking by the Company of a record of the all holders of any class of securities Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend (other than cash dividends or distributions paid from the retained earnings of the Company) 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 Company, any reclassification (other than a change in par value of the Common Stock) or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, ; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and right or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 property, if any, deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least 20 10 days prior to the date therein specified (unless such date is beyond the control of the Company, in which case, as soon as practicable thereafter, but in no event earlier more than 5 days thereafter), in the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivisions (i) and (ii).
Appears in 3 contracts
Samples: Warrant Agreement (Marcam Solutions Inc), Warrant Agreement (Marcam Solutions Inc), Warrant Agreement (Gulf South Medical Supply Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus, determined in accordance with generally accepted accounting principles, in an amount not exceeding the amount in excess of 110% of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or,
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(d) any other transaction of the Company that would result in any adjustment to the Common Stock as provided in this Section 8, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than specified. Notwithstanding the public announcement foregoing, the Company will be deemed to provide notice of such proposed transaction or eventany corporate action if the Company provides notice to the Administrative Agent under the Financing Agreement.
Appears in 3 contracts
Samples: Financing Agreement (Xanodyne Pharmaceuticals Inc), Warrant Agreement (Xanodyne Pharmaceuticals Inc), Financing Agreement (Xanodyne Pharmaceuticals Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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) the declaration by the Company of any dividend payable in stock upon Common Stock Equivalents or any other distribution by the Company to the holders of Common Stock Equivalents, or
(c) the Company proposing to make an offer for subscription pro rata to the holders of its Common Stock Equivalents of any additional shares of stock of any class or other rights, or
(d) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(f) any other action of a type referred to in Section 4 hereof, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of record of Class A Common Stock (or Other Securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 45 days prior to the date therein specified. At no time prior to the date therein specified but shall the Company take any action which could prevent the exercise or conversion of this Warrant in no event earlier than accordance with the public announcement of such proposed transaction or eventterms hereof.
Appears in 3 contracts
Samples: Warrant Agreement (Kenexa Corp), Warrant Agreement (Kenexa Corp), Class B Common Stock and Warrant Purchase Agreement (Talentpoint Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus of the Company, determined in accordance with generally accepted accounting principles, in an amount not exceeding the amount in excess of 110% of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 not less than 10 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 3 contracts
Samples: Warrant Agreement (Ap Wheels LLC), Warrant Agreement (Hayes Lemmerz International Inc), Warrant Agreement (Hayes Lemmerz International Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-upup and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least 20 10 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 10 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 3 contracts
Samples: Warrant Agreement (Surfect Holdings, Inc), Warrant Agreement (Windy Creek Developments, Inc.), Subscription Agreement (Windy Creek Developments, Inc.)
Notices of Corporate Action. In the event of:
(a) any offer to any holders of Common Stock of rights to subscribe for or to purchase any shares of Common Stock or securities convertible or exchangeable into shares of Common Stock or rights, options or warrants to purchase shares of Common Stock, or securities convertible or exchangeable into shares of Common Stock or other securities, or
(b) any taking by the Company 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
(bc) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Personperson or entity, any transaction or series of transactions in which more than 50% of the voting securities share exchange involving stockholders of the Company are transferred to another Person, or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Personperson or entity, or
(cd) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, the Company shall will mail to each holder of a Warrant known Warrantholder a notice specifying (i) the terms of such offer, and (ii) 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, and (iiiii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, share exchange, transfer, sale, disposition, dissolution, liquidation or winding-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, share exchange, transfer, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least 20 15 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 2 contracts
Samples: Warrant Agreement (Florida Power & Light Co), Warrant Agreement (Florida Power & Light Co)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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) the declaration by the Company of any dividend payable in stock upon Common Stock Equivalents or any other distribution by the Company to the holders of Common Stock Equivalents, or
(c) the Company proposing to make an offer for subscription pro rata to the holders of its Common Stock Equivalents of any additional shares of stock of any class or other rights, or
(d) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-up of the Company,
(f) any other action of a type referred to in Section 4 hereof, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of record of Class A Common Stock (or Other Securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 45 days prior to the date therein specified. At no time prior to the date therein specified but shall the Company take any action which could prevent the exercise or conversion of this Warrant in no event earlier than accordance with the public announcement of such proposed transaction or eventterms hereof.
Appears in 2 contracts
Samples: Warrant Agreement (Kenexa Corp), Warrant Agreement (Kenexa Corp)
Notices of Corporate Action. In the event ofof a proposal by the Company (or of which the Company shall have knowledge) for:
(a) any taking by the Company 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 (other than a cash dividend payable out of earned surplus at the rate most recently established by the Board of Directors of the Company) 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 Company, any reclassification or recapitalization of the capital stock of the CompanyCompany or any consolidation, any consolidation merger or merger exchange of shares involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant 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 stating the amount and character of such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, exchange of shares, transfer, sale, disposition, 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, exchange of shares, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 30 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Superior National Insurance Group Inc), Common Stock Purchase Warrant (Insurance Partners Lp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale Change of Control or other disposition any redemption or conversion of all or substantially all the assets of the Company to any other Personoutstanding Ordinary Shares, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidationChange of Control, merger, transfer, sale, dispositionredemption or conversion of Ordinary Shares, 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 Ordinary Shares (or Other Securitiesother securities) shall be entitled to exchange their shares of Common Stock Ordinary Shares (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidationChange of Control, merger, transferredemption or conversion of Ordinary Shares, dissolution, liquidation or winding-upup and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, in the case of any date referred to in the foregoing subdivision (i), and at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventthe date referred to in the foregoing subdivision (ii).
Appears in 2 contracts
Samples: Ordinary Shares Purchase Warrant (Yingli Green Energy Holding Co LTD), Warrant Agreement (Yingli Green Energy Holding Co LTD)
Notices of Corporate Action. In the event of:that any of the following occurs,
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant a notice specifying (i) the date or expected date on as of 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Allis Chalmers Corp), Credit Agreement (Allis Chalmers Corp)
Notices of Corporate Action. In the event ofof a proposal by the ------------------------------ Company (or of which the Company shall have knowledge) for:
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any statutory exchange, consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail will deliver to each holder of a Warrant 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, and or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, statutory exchange, consolidation, merger, transfer, sale, disposition, 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, statutory exchange, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall with respect to Subparagraphs (a) and (b) hereof, be mailed furnished at least 20 days prior to the date therein specified but in no and, with respect to Subparagraph (c) hereof, be furnished promptly upon the commencement of any event earlier than the public announcement of such proposed transaction or eventdescribed therein.
Appears in 2 contracts
Samples: Warrant Agreement (Tel Save Holdings Inc), Warrant Agreement (Tel Save Holdings Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-upup and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least 20 15 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 15 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 2 contracts
Samples: Warrant Agreement (Vina Technologies Inc), Warrant Agreement (Vina Technologies Inc)
Notices of Corporate Action. In So long as this Warrant has not been exercised in full, in the event of:
(a) any taking by action that would trigger an adjustment to the Company number 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 Class A Common Stock to be delivered to the Warrantholder upon exercise of any class or any other securities or property, or to receive any other right, orthis Warrant,
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company HRN and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, party or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company HRN to any other Personparty, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of HRN, HRN will deliver, by overnight courier or by first class mail, postage prepaid, to the Company, the Company shall mail to each holder of a Warrant Warrantholder a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such a dividend, distribution or right, right and the amount and character of any such dividend, distribution or right, right and (ii) the date or expected date on which any such a reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 Class A Common Stock (or Other Securitiesother securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least 20 days prior to the date therein specified but in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivisions (i) and (ii).
Appears in 2 contracts
Samples: Warrant Agreement (Hotel Reservations Network Inc), Warrant Agreement (Hotel Reservations Network Inc)
Notices of Corporate Action. In the event ofof a proposal by the Company (or of which the Company shall have knowledge) for:
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail will deliver to each holder of a Warrant 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, and or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall with respect to Subparagraphs (a) and (b) hereof, be mailed furnished at least 20 days prior to the date therein specified but in no and, with respect to subparagraph (c) hereof, be furnished promptly upon the commencement of any event earlier than the public announcement of such proposed transaction or eventdescribed therein.
Appears in 2 contracts
Samples: Warrant Agreement (Tel Save Holdings Inc), Warrant Agreement (Tel Save Holdings Inc)
Notices of Corporate Action. In So long as this Warrant has not been exercised, in the event of:
(a) any taking by the Company of a record of the all holders of Series A Preferred Stock (or, following the closing of any class of securities Qualified Public Offering, Common Stock) for the purpose of determining the holders thereof who are entitled to receive any dividend (other than cash dividends or distributions paid from the retained earnings of the Company) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, entity or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, entity; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; the Company shall will mail to each the holder of a this Warrant 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, right and the amount and character of any such dividend, distribution or right, and right or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 Series A Preferred Stock (or Other Securitiesor, following the closing of any Qualified Public Offering, Common Stock) shall be entitled to exchange their shares of Series A Preferred Stock or Common Stock (or Other Securities) Stock, as the case may be, for the securities or other property property, if any, deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least 20 10 days prior to the date therein specified specified, unless such date is beyond the control of the Company, in which case the notice shall be delivered as soon as practicable, but in no event earlier more than 5 days prior to the public announcement of such proposed transaction or eventdate therein specified.
Appears in 2 contracts
Samples: Stock Purchase Warrant (Md2patient Inc), Stock Purchase Warrant (Md2patient Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Other Securities or property, or to receive any other right, or
(b) the declaration by the Company of any dividend payable in stock upon Common Stock Equivalents or any other distribution by the Company to the holders of the Common Stock Equivalents, or
(c) the Company proposing to make an offer for subscription pro rata to the holders of its Common Stock Equivalents of any additional shares of stock of any class or other rights, or
(d) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(f) any other action of a type referred to in Section 2 hereof, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of record of Class A Common Stock (or Other Securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 45 days prior to the date therein specified. At no time prior to the date therein specified but shall the Company take any action which could prevent the exercise or conversion of this Warrant in no event earlier than accordance with the public announcement of such proposed transaction or eventterms hereof.
Appears in 2 contracts
Samples: Warrant Agreement (Kenexa Corp), Warrant Agreement (Kenexa Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 Shares (or Other Securities) shall be entitled to exchange their shares of Common Stock Shares (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 2 contracts
Samples: Common Share Purchase Warrant (Frontstep Inc), Warrant Agreement (Frontstep Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 ten (10) days prior to the date therein specified but specified, in no event earlier the case of any date referred to in the foregoing subdivision (i), and at least ten (10) days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii). Business Day: any day other than a Saturday, Sunday or a day on which national banks are authorized by law to close in the public announcement City of such proposed transaction or eventSan Francisco, State of California.
Appears in 2 contracts
Samples: Warrant Agreement (Diamond Multimedia Systems Inc), Warrant Agreement (Diamond Multimedia Systems Inc)
Notices of Corporate Action. In So long as this Warrant has not been exercised in full, in the event of:
(a) any taking by action that would trigger an adjustment to the Company number 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 Common Stock to be delivered to the Warrantholder upon exercise of any class or any other securities or property, or to receive any other right, orthis Warrant,
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, party or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Personparty, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail must deliver, by overnight courier or by first class mail, postage prepaid, to each holder of a Warrant the Warrantholder a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such a dividend, distribution or right, right and the amount and character of any such dividend, distribution or right, right and (ii) the date or expected date on which any such a reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation 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 Securitiesother securities) shall will be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall must be mailed delivered at least 20 days prior to the date therein specified but in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing clauses (i) and (ii).
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Main Street Restaurant Group, Inc.), Common Stock Purchase Warrant (Cic MSRG Lp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, the Company shall will mail to each holder of a Warrant a notice specifying (ix) 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, and (iiy) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (x), and at least 90 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (y).
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (General Housing Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company Holdings 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 CompanyHoldings, any reclassification or recapitalization of the capital stock of the Company, Holdings or any consolidation or merger involving the Company Holdings and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company Holdings to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyHoldings, the Company shall or
(d) any issuance of any Common Stock (other than to employees, management or directors pursuant to their Options), Convertible Security or Option (other than employee, management and director Options which are not material) by Holdings, Holdings will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, (iii) 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-upup and a description in reasonable detail of the transaction and (iv) the date of such issuance, together with a description of the security so issued and the consideration received by Holdings therefor. Such notice shall be mailed at least 20 thirty (30) days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Ramsay Managed Care Inc)
Notices of Corporate Action. In So long as this Warrant has not been exercised in full, in the event of:
(a) any taking by the Company of a record of the all holders of any class of securities Common Shares for the purpose of determining the holders thereof who are entitled to receive any dividend (other than cash dividends or distributions paid from the retained earnings of the Company) 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 Company, any reclassification (other than a change in par value of the Common Shares) or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, ; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and right or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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) Shares shall be entitled to exchange their shares of Common Stock (or Other Securities) Shares for the securities or other property property, if any, deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least 20 5 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivisions (i) and (ii).
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus, determined in accordance with generally accepted accounting principles, in an amount not exceeding the amount in excess of 110% of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or,
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(d) any other transaction of the Company that would result in any adjustment to the Common Stock as provided in this Section 9. the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 beneficial interest of any class or any other securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock shares of beneficial interest of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(d) any issuance of any Common Shares, Convertible Security or Option by the Company shall (other than (i) issuances or sales of Common Shares pursuant to plans of the Company for reinvestment of dividends or interest payable on securities of the Trust and investments in additional optional amounts in Common Shares under those plans, (ii) issuances or sales to employees, trustees, directors or non-affiliated consultants of the Company or its subsidiaries and (iii) issuances from time to time under the Company’s ATM program), or
(e) any Change of Control (as defined in the Purchase Agreement), which has not been publicly reported by press release or on a current report on Form 8-K filed by the Company with the SEC within four (4) business days, the Company will mail no later than the fifth (5th) business day to each holder of a Warrant Right 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or liquidation, winding-up or Change of Control is to take place and place, (iii) the time, if any such time is to be fixed, as of which the holders of record of Common Stock Shares (or Other Securities) shall be entitled to exchange their shares of Common Stock Shares (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction and (iv) the date of such issuance, together with a description of the security so issued and the consideration received by the Company therefor. Such Notwithstanding the foregoing, the Company shall mail a notice shall be mailed at least 20 days prior of any Change of Control to the date therein specified but in no event holders of Rights upon the earlier than of (i) the public announcement of the entry of any agreement for a Change of Control and (ii) if the holder is bound by a confidentiality agreement and restrictions on trading of securities of the Company based on non-public information, within two (2) business days of the final approval of such proposed Change of Control transaction or eventby the Board of Trustees.
Appears in 1 contract
Samples: Securities Purchase Agreement (RAIT Financial Trust)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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) the declaration by the Company of any dividend payable in stock upon Common Stock Equivalents or any other distribution by the Company to the holders of Common Stock Equivalents, or
(c) the Company proposing to make an offer for subscription pro rata to the holders of its Common Stock Equivalents of any additional shares of stock of any class or other rights, or
(d) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company,
(f) any other action of a type referred to in Section 4 hereof, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of record of Class A Common Stock (or Other Securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 45 days prior to the date therein specified. At no time prior to the date therein specified but shall the Company take any action which could prevent the exercise or conversion of this Warrant in no event earlier than accordance with the public announcement of such proposed transaction or eventterms hereof.
Appears in 1 contract
Samples: Class B Common Stock and Warrant Purchase Agreement (Talentpoint Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities its Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend payable in, or other distribution of, shares of Common Stock, or any other dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class Common Stock or any other securities or propertyConvertible Securities, or to receive any other right, or,
(b) any subdivision of outstanding shares of Common Stock into a larger number of shares of Common Stock, or any combination of such shares into smaller number of shares of Common Stock,
(c) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person,
(d) any Change of Control Transaction, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such subdivision, combination or issuance is to take place, and the amount of Common Stock that shall be the subject of such subdivision, combination or issuance and (iii) the date or expected date on which any such Change of Control Transaction, reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days no later than 15 Business Days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or event.subdivisions (i), (ii) and (iii) above. This Warrant shall exp
Appears in 1 contract
Samples: Stock Purchase Agreement (Fidelity National Financial Inc /De/)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus) 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
or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, 13 the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 90 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Dixon Ticonderoga Co)
Notices of Corporate Action. In the event ofof any of the following:
(ai) any taking by the Company 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, which dividend, distribution or other right affects the rights of the Holder, or
(bii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, party or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Personparty, or
(ciii) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the ; The Company shall will mail to each holder of a Warrant the Holder a notice specifying (iA) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, right and the amount and character of any such dividend, distribution or right, right and (iiB) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 Class A Common Stock (or Other Securitiesother securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 twenty (20) days prior to the date herein specified, in the case of any date referred to in the foregoing subdivision (A), and at least twenty (20) days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventthe date referred to in the foregoing subdivision (B).
Appears in 1 contract
Samples: Warrant Agreement (Hyperion Telecommunications Inc)
Notices of Corporate Action. In the event ofof any of the --------------------------- following:
(ai) any taking by the Company 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, which dividend, distribution or other right affects the rights of the Holder, or
(bii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, party or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Personparty, or
(ciii) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the ; The Company shall will mail to each holder of a Warrant the Holder a notice specifying (iA) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, right and the amount and character of any such dividend, distribution or right, right and (iiB) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 twenty (20) days prior to the date herein specified, in the case of any date referred to in the foregoing subdivision (A), and at least twenty (20) days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventthe date referred to in the foregoing subdivision (B).
Appears in 1 contract
Samples: Warrant Agreement (Mastech Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, the Company shall will mail to each holder of a Warrant a notice specifying (iI) 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, and (iiII) the date or expected date on which any such reorganization, reclassificationreclassifi cation, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 45 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event ofof a proposal by the Company (or of which the Company shall have knowledge) for:
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any statutory exchange, consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) or any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail will deliver to each holder of a Warrant 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, and or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, statutory exchange, consolidation, merger, transfer, sale, disposition, 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, statutory exchange, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall with respect to Subparagraphs (a) and (b) hereof, be mailed furnished at least 20 days prior to the date therein specified but in no and, with respect to Subparagraph (c) hereof, be furnished promptly upon the commencement of any event earlier than the public announcement of such proposed transaction or eventdescribed therein.
Appears in 1 contract
Notices of Corporate Action. In the event of:: ---------------------------
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any -- such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 30 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Information Management Associates Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company Corporation of a record of the holders of any class of securities its Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right or warrant 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 Companyreorganization, any reclassification or recapitalization of the capital stock of the CompanyCorporation, any consolidation or merger involving the Company Corporation and any other Person, any transaction person (other than a consolidation or series of transactions in which more than 50% merger with a wholly-owned subsidiary of the voting securities of Corporation, provided that the Company are transferred to another PersonCorporation is the surviving or the continuing corporation and no change occurs in the Common Stock), or any transfer, sale or other disposition transfer of all or substantially all of the assets of the Company Corporation to any other Person, person; or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation; then, and in each such case, the Company Corporation shall mail cause to be mailed to each holder transfer agent for the shares of a Warrant the Series D Preferred Stock and to the holders of record of the outstanding shares of the Series D Preferred Stock, at least 20 days (or 10 days in case of any event specified in clause (a) above) prior to the applicable record or effective date hereinafter specified, a notice specifying stating (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or rightright or, and the amount and character of such dividend, distribution or right, and (ii) the date or expected date on to which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-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-winding up. Such notice shall also state whether such transaction will result in any adjustment in the number of shares of Common Stock into which each share of the Series D Preferred Stock shall be mailed at least 20 days prior convertible upon such adjustment and when such adjustment will become effective. The failure to give any notice required by this Section 10, or any defect therein, shall not affect the date therein specified but in no event earlier than the public announcement legality or validity of any such proposed transaction or eventaction requiring such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Network 1 Security Solutions Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Personperson, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Personperson, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Personperson, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder Holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such In the case of any action covered by clause (a) above, such notice shall be mailed by the Company at least 10 days prior to the date on which such record is to be taken, and, in the case of any action covered by clause (b) or (c) above, such notice shall be mailed by the Company at least 20 days prior to the date therein specified but in no event earlier than the public announcement of or expected date on which such proposed transaction or eventaction is to take place.
Appears in 1 contract
Notices of Corporate Action. In So long as this Warrant has not been exercised in full, in the event of:
(a) any taking by action that would trigger an adjustment to the Company number 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 Common Stock to be delivered to the Warrantholder upon exercise of any class or any other securities or propertythis Warrant, or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company USV and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, party or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company USV to any other Personparty, or
or (c) any voluntary or involuntary dissolution, liquidation or winding-up of USV, USV will deliver, by overnight courier or by first class mail, postage prepaid, to the Company, the Company shall mail to each holder of a Warrant Warrantholder a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such a dividend, distribution or right, right and the amount and character of any such dividend, distribution or right, right and (ii) the date or expected date on which any such a reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least 20 twenty days prior to the date therein specified but in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivisions (i) and (ii).
Appears in 1 contract
Notices of Corporate Action. In If at any time prior to the event ofexpiration date of the Warrants and prior to their exercise in full, any one or more of the following events shall occur:
(a) any taking by the Company 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 Capital Stock of any class the Company or any other securities Other Securities or property, or to receive any other right, or;
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock Capital Stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition Transfer of all or substantially all the assets of the Company to any other Person, ; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionTransfer, dissolution, liquidation or winding-up is to take place and place, (iii) the time, if any such time is to be fixed, as of which the holders of record of shares of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock (or Other Securities) for the securities cash, Capital Stock or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferTransfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction and (iv) the date of such issuance, together with a description of the Capital Stock so issued and the consideration received by the Company therefor. Such notice shall be mailed delivered at least 20 days ten (10) Business Days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Personparty, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 10 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 10 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each the holder of a this Warrant a notice specifying (ix) 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, and (iiy) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (x), and at least 30 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (y).
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Data Transmission Network Corp)
Notices of Corporate Action. In the event of:that any of the --------------------------- following occurs,
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, the Company shall will mail to each holder of a Warrant a notice specifying (i) the date or expected date on as of 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant a notice specifying (ix) 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, and (iiy) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (x), and at least 90 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (y).
Appears in 1 contract
Samples: Common Stock Purchase Warrant (General Housing Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, right and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 20 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 1 contract
Samples: Warrant Agreement (Support Com Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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) the declaration by the Company of any dividend payable in stock upon Common Stock Equivalents or any other distribution by the Company to the holders of Common Stock Equivalents, or
(c) the Company proposing to make an offer for subscription pro rata to the holders of its Common Stock Equivalents of any additional shares of stock of any class or other rights, or
(d) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, or
(f) any other action of a type referred to in Section 4 hereof, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of record of Class A Common Stock (or Other Securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 45 days prior to the date therein specified. At no time prior to the date therein specified but shall the Company take any action which could prevent the exercise or conversion of this Warrant in no event earlier than accordance with the public announcement of such proposed transaction or eventterms hereof.
Appears in 1 contract
Samples: Class B Common Stock and Warrant Purchase Agreement (Talentpoint Inc)
Notices of Corporate Action. In So long as this Warrant has not been exercised in full, in the event of:
(a) any taking by the Company of a record of the all holders of any class of securities Common Shares for the purpose of determining the holders thereof who are entitled to receive any dividend (other than cash dividends or distributions paid from the retained earnings of the Company) 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 Company, any reclassification (other than a change in par value of the Common Shares) or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, ; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and right or (ii) the date or expected -7- 57 date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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) Shares shall be entitled to exchange their shares of Common Stock (or Other Securities) Shares for the securities or other property property, if any, deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least 20 5 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivisions (i) and (ii).
Appears in 1 contract
Samples: Stock Purchase Agreement (Central Reserve Life Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company Corporation of a record of the holders of any class of securities its Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a dividend payable solely in cash or shares of Common Stock) or other distribution, or any right or warrant 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 Companyreorganization, any reclassification or recapitalization of the capital stock Corporation (other than a subdivision or combination of the Companyoutstanding shares of its Common Stock), any consolidation or merger involving the Company Corporation and any other Person, any transaction person (other than a consolidation or series of transactions in which more than 50% merger with a wholly-owned subsidiary of the voting securities of Corporation, provided that the Company are transferred to another PersonCorporation is the surviving or the continuing corporation and no change occurs in the Common Stock), or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company Corporation to any other Person, person; or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation; then, and in each such case, the Company Corporation shall mail cause to be mailed to each holder transfer agent for the shares of a Warrant the 7% Preferred Stock and to the holders of record of the outstanding shares of the 7% Preferred Stock, at least 20 days (or 10 days in case of any event specified in clause (a) above) prior to the applicable record or effective date hereinafter specified, a notice specifying stating (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, right and the amount and character of such dividend, distribution or right, and right or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-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-winding up. Such notice shall also state whether such transaction will result in any adjustment in the number of shares of Common Stock into which shares of the 7% Preferred Stock are convertible and, if so, shall state the new number of shares of Common Stock into which each share of the 7% Preferred Stock shall be mailed at least 20 days prior convertible upon such adjustment and when such adjustment will become effective. The failure to give any notice required by this Section 6.12, or any defect therein, shall not affect the date therein specified but in no event earlier than the public announcement legality or validity of any such proposed transaction or eventaction requiring such notice.
Appears in 1 contract
Samples: Master Agreement (Toy Biz Inc)
Notices of Corporate Action. In the event of:: ----------------------------
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, 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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 ten (10) days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least ten (10) days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 1 contract
Samples: Warrant Agreement (S3 Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company,
(d) any issuance of any Common Stock, Convertible Security or Option by the Company, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, 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-upup and a description in reasonable detail of the transaction and (iii) the date of such issuance, together with a description of the security so issued and the consideration received by the Company therefor. Such notice shall be mailed at least 20 45 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Symmetry Medical Inc.)
Notices of Corporate Action. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities its Common Stock or Preferred Stock for the purpose of determining the holders thereof who are entitled to receive any dividend payable in, or other distribution of, shares of Common Stock, or any other dividend (other than a regular quarterly dividend payable in cash out of earned surplus in an amount not exceeding 2% of the average of the Market Price of the Common Stock on the fifteen trading days immediately preceding the date of the declaration of such dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class Common Stock or any other securities or property, Convertible Securities or to receive any other right, or,
(b) any subdivision of outstanding shares of Common Stock into a larger number of shares of Common Stock, or any combination of such shares into a smaller number of shares of Common Stock,
(c) any issuance of Contingent Stock, any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(cd) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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 subdivision, combination or issuance is to take place, and the amount of Common Stock or Contingent Stock that shall be the subject of such subdivision, combination or issuance and (iiiii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days 15 Business Days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventsubdivisions (i), (ii) and (iii) above.
Appears in 1 contract
Samples: Investment Agreement (Cd&r Investment Associates Ii Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 45 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Precision Response Corp)
Notices of Corporate Action. In the event of:: ---------------------------
(a) any taking by the Company 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 (other than a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus, determined in accordance with generally accepted accounting principles, in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 45 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Other Securities or property, or to receive any other right, or
(b) the declaration by the Company of any dividend payable in stock upon Common Stock Equivalents or any other distribution by the Company to the holders of the Common Stock Equivalents, or
(c) the Company proposing to make an offer for subscription pro rata to the holders of its Common Stock Equivalents of any additional shares of stock of any class or other rights, or
(d) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, or
(f) any other action of a type referred to in Section 2 hereof, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of record of Class A Common Stock (or Other Securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 45 days prior to the date therein specified. At no time prior to the date therein specified but shall the Company take any action which could prevent the exercise or conversion of this Warrant in no event earlier than accordance with the public announcement of such proposed transaction or eventterms hereof.
Appears in 1 contract
Samples: Class B Common Stock and Warrant Purchase Agreement (Talentpoint Inc)
Notices of Corporate Action. In the event of:
(a) any offer to the holders of Common Stock of rights to subscribe for or to purchase any Additional Shares or other securities, or
(b) any taking by the Company 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
(bc) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Personperson or entity, any transaction or series of transactions in which more than 50% of the voting securities share exchange involving stockholders of the Company are transferred to another Person, or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Personperson or entity, or
(cd) any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, the Company shall will mail to each holder of a Warrant known Warrantholder 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, share exchange, transfer, sale, disposition, dissolution, liquidation or winding-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, share exchange, transfer, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least 20 15 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Warrant Agreement (Cronos Group)
Notices of Corporate Action. In the event of:that any of the following occurs,
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant a notice specifying (i) the date or expected date on as of 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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, 192 recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities its Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend payable in, or other distribution of, shares of Common Stock, or any other dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class Common Stock or any other securities or propertyConvertible Securities, or to receive any other right, or,
(b) any subdivision of outstanding shares of Common Stock into a larger number of shares of Common Stock, or any combination of such shares into smaller number of shares of Common Stock,
(c) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(cd) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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 subdivision, combination or issuance is to take place, and the amount of Common Stock that shall be the subject of such subdivision, combination or issuance and (iiiii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days no later than 15 Business Days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventsubdivisions (i), (ii) and (iii) above.
Appears in 1 contract
Samples: Recapitalization Agreement (CDR Cookie Acquisition LLC)
Notices of Corporate Action. In If at any time prior to the event ofexpiration date of the Warrants and prior to their exercise in full, the Company agrees or commits to any one or more of the following events:
(a) any taking by the Company of a record of the holders of any class of securities its Equity 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 Equity Securities of stock of any class the Company or any other securities or property, or to receive any other right, or;
(b) any Warrant Trigger Event or any other capital reorganization of the Company, any reclassification or recapitalization of the capital stock Equity Securities of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition Transfer of all or substantially all the assets of the Company (on a consolidated basis) to any other Person, ; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then the Company shall mail will deliver to each holder of a Warrant the Holder a notice (which notice may be delivered to the Holder Appointee), not less than ten (10) days prior to the proposed occurrence of such event, 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionTransfer, dissolution, liquidation or winding-up is to take place place, and (iii) the time, if any such time is to be fixed, as of which the holders of record of Common Stock (or Other Securities) Equity Securities shall be entitled to exchange their shares of Common Stock Equity Securities (or Other Securitiesthe Holder shall be entitled to exchange this Warrant) for the securities cash, Equity Securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferTransfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice Additionally, within thirty (30) days following the written request of the Holder, the Company shall be mailed at least 20 days prior provide to the date therein specified but in no event earlier than Holder its calculation of the public announcement of such proposed transaction or eventAggregate Warrant Shares and Per Share Warrant Price, along with supporting documentation relating thereto.
Appears in 1 contract
Samples: Purchase Warrant for Common Shares (Meridian Waste Solutions, Inc.)
Notices of Corporate Action. In the event of:: ---------------------------
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Warrant Agreement (Cardiodynamics International Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company or 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 DSW Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock or DSW Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Warrant Agreement (DSW Inc.)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale Change of Control or other disposition any redemption or conversion of all or substantially all the assets of the Company to any other Personoutstanding Ordinary Shares, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidationChange of Control, merger, transfer, sale, dispositionredemption or conversion of Ordinary Shares, 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 Ordinary Shares (or Other Securitiesother securities) shall be entitled to exchange their shares of Common Stock Ordinary Shares (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidationChange of Control, merger, transferredemption or conversion of Ordinary Shares, dissolution, liquidation or winding-upup and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 20 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 1 contract
Samples: Ordinary Shares Purchase Warrant (Yingli Green Energy Holding Co LTD)
Notices of Corporate Action. In the event of:that any of the following occurs,
(a) any taking by the Company 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 (other than a regular periodic dividend payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 propertyproperty , or to receive any other right, or
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each the holder of a this Warrant a notice specifying (i) the date or expected date on as of 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositiontransfer , 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:: ---------------------------
(a) any taking by the Company 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 payable otherwise than out of earnings or earned surplus, determined in accordance with generally accepted accounting principles (other than a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus, determined in accordance with generally accepted accounting principles, in an amount not exceeding the amount of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other PersonPerson or any other capital transaction, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 30 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Navigant International Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Personperson, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Personperson, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Personperson, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such In the case of any action covered by clause (a) above, such notice shall be mailed by the Company at least 10 days prior to the date on which such record is to be taken, and, in the case of any action covered by clause (b) or (c) above, such notice shall be mailed by the Company at least 20 days prior to the date therein specified but in no event earlier than the public announcement of or expected date on which such proposed transaction or eventaction is to take place.
Appears in 1 contract
Notices of Corporate Action. In So long as this Warrant has not been exercised in full, in the event of:
(a) any taking by the Company of a record of the all holders of any class of securities Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend (other than cash dividends or distributions paid from the retained earnings of the Company) 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 Company, any reclassification (other than a change in par value of the Common Stock) or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, ; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and right or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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 property, if any, deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least 20 5 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivisions (i) and (ii).
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 (other than a regularly scheduled cash dividend payable out of consolidated earnings or earned surplus, determined in accordance with generally accepted accounting principles, in an amount not exceeding the amount in excess of 110% of the immediately preceding cash dividend for such period) 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or,
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or
(d) any other transaction of the Company that would result in any adjustment to the Common Stock as provided in this Section 8. the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Icg Communications Inc /De/)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 distributiondistribution (other than the Company's regular quarterly cash dividends provided that any such dividend does not cause the Company's aggregate distributions for the prior twelve (12) month period to exceed the Dividend Cap), 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, the Company shall will mail to each holder of a Warrant 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, right and (ii) the date or expected the date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of record of Common Stock or Preferred Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock or Preferred Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 thirty (30) days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Warrant Agreement (Weeks Corp)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company,
(d) any issuance of any Preferred Stock, Convertible Security or Option by the Company, the Company shall will mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders of record of Common Preferred Stock (or Other Securities) shall be entitled to exchange their shares of Common Preferred Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction and (iii) the date of such issuance, together with a description of the security so issued and the consideration received by the Company therefor. Such notice shall be mailed at least 20 45 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:: ---------------------------
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Personperson, or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Personperson, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Personperson, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, person; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 calendar days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventevent if the Company is Publicly Traded.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (NTN Communications Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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, oror 15 - 363 -
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each the holder of a this Warrant a notice specifying (ix) 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, and (iiy) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (x), and at least 30 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (y).
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Data Transmission Network Corp)
Notices of Corporate Action. In the event of:of ---------------------------
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, 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 Series C Stock (or Other Securitiesother securities) shall be entitled to exchange their shares of Common Series C Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-upup and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least 20 twenty (20) days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least twenty (20) days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 1 contract
Samples: Warrant Agreement (Beatnik Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each the holder of a this Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, 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-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 10 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Information Services Group Inc.)
Notices of Corporate Action. In the event of:: ---------------------------
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Companycompany, the Company shall mail to each holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but in no event earlier than the public announcement of such proposed transaction or eventspecified.
Appears in 1 contract
Notices of Corporate Action. In the event of:of ---------------------------
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder Holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, 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. Such notice shall be mailed at least 20 days prior to the date therein specified but specified, in no event earlier than the public announcement case of such proposed transaction or eventany date referred to in the foregoing subdivision (i), and at least 45 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii).
Appears in 1 contract
Samples: Securities Purchase Agreement (Frontier Airlines Inc /Co/)
Notices of Corporate Action. In the event of:
(a) any taking by the Company of a record of the holders Holders of any class of securities for the purpose of determining the holders 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 Other Securities or property, or to receive any other right, or
(b) the declaration by the Company of any dividend payable in stock upon Common Stock Equivalents or any other distribution by the Company to the holders of the Common Stock Equivalents, or
(c) the Company proposing to make an offer for subscription pro rata to the holders of its Common Stock Equivalents of any additional shares of stock of any class or other rights, or
(d) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, Person or any transfer, sale or other disposition transfer of all or substantially all the assets of the Company to any other Person, or
(ce) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, or
(f) any other action of a type referred to in Section 3 hereof, the Company shall mail to each holder Holder of a Warrant 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, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-up is to take place and place, the time, if any such time is to be fixed, as of which the holders Holders of record of Class A Common Stock (or Other Securities) shall be entitled to exchange their shares of Class A Common Stock (or Other Securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-upup and a description in reasonable detail of the transaction. Such notice shall be mailed at least 20 45 days prior to the date therein specified. At no time prior to the date therein specified but shall the Company take any action which could prevent the exercise or conversion of this Warrant in no event earlier than accordance with the public announcement of such proposed transaction or eventterms hereof.
Appears in 1 contract
Samples: Class B Common Stock and Warrant Purchase Agreement (Talentpoint Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company Corporation of a record of the holders of any class of its Common Stock or other securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right or warrant 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 Companyreorganization, any reclassification or recapitalization of the capital stock of the CompanyCorporation, any consolidation or merger involving the Company Corporation and any other Person, any transaction person (other than a consolidation or series of transactions in which more than 50% merger with a wholly-owned subsidiary of the voting securities of Corporation, provided that the Company are transferred to another PersonCorporation is the surviving or the continuing corporation and no change occurs in the Common Stock), or any transfer, sale or other disposition transfer of all or substantially all of the assets of the Company Corporation to any other Person, person or other Liquidity Event; or
(c) any voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation; then, and in each such case, the Company Corporation shall mail cause to be mailed to each holder transfer agent for the shares of a Warrant the Series E Preferred Stock and to the holders of record of the outstanding shares of the Series E Preferred Stock, at least 20 days (or 10 days in case of any event specified in clause (a) above) prior to the applicable record or effective date hereinafter specified, a notice specifying stating (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or rightright or, and the amount and character of such dividend, distribution or right, and (ii) the date or expected date on to which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, disposition, dissolution, liquidation or winding-other Liquidity Event 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-winding up. Such notice shall also state whether such transaction will result in any adjustment in the number of shares of Common Stock into which each share of the Series E Preferred Stock shall be mailed at least 20 days prior convertible upon such adjustment and when such adjustment will become effective. The failure to give any notice required by this Section 11, or any defect therein, shall not affect the date therein specified but in no event earlier than the public announcement legality or validity of any such proposed transaction or eventaction requiring such notice.
Appears in 1 contract
Samples: Securities Purchase Agreement (Network 1 Security Solutions Inc)
Notices of Corporate Action. In the event of:
(a) any taking by the Company 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 Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger involving the Company and any other Person, any transaction or series of transactions in which more than 50% of the voting securities of the Company are transferred to another Person, or any transfer, sale or other disposition Change of all or substantially all the assets of the Company to any other PersonControl, or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall will mail to each holder of a Warrant the Warrantholder 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, right and the amount and character of any such dividend, distribution or right, and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, sale, dispositionChange of Control, dissolution, liquidation or winding-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 Securitiesother securities) shall be entitled to exchange their shares of Common Stock (or Other Securitiesother securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transferChange of Control, dissolution, liquidation or winding-upup and (iii) that in the event of a Change of Control, the Warrants are exercisable immediately prior to the consummation of such Change of Control. Such notice shall be mailed at least 20 10 days prior to the date therein specified but specified, in the case of any date referred to in the foregoing subdivision (i), and at least 10 days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii). In the event that this Warrant is not exercised prior to a Change of Control or dissolution, liquidation or winding-up of the Company, it shall terminate and no event earlier than the public announcement of such proposed transaction longer have any force or eventeffect.
Appears in 1 contract
Samples: Warrant Agreement (International Food & Wine Consultants, Inc.)
