Common use of Notices of Corporate Action Clause in Contracts

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, 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, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other party or any transfer of all or substantially all the assets of the Company to any other party, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver to 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 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, 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 delivered at least ten (10) days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 3 contracts

Samples: Warrant Agreement (ITUS Corp), Warrant Agreement (ITUS Corp), Warrant Agreement (Copytele Inc)

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Notices of Corporate Action. So long as Prior to the Expiration Date, if this Warrant is outstanding and has not theretofore been exercised in full, then in the event of: (a) any taking by the Company of a record of the holders of any class of securities its Capital Stock 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,; (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock any Capital Stock of the Company or Company, any consolidation or merger involving the Company and any other party Person, or any transfer of all or substantially all the assets of the Company to any other party, Person; or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; the Company will deliver mail to the Warrantholder Holder 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 any such dividend, distribution or right right, and (iiy) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixedany, as of which the holders of record of Common Capital Stock (or other securities) shall be entitled to exchange their shares of Common Capital 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 delivered at least ten (10) 10 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions clauses (ix) and (iiy).

Appears in 2 contracts

Samples: Warrant Agreement (Optimark Technologies Inc), Warrant Agreement (Optimark Technologies Inc)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, 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, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other party or any transfer of all or substantially all the assets of the Company to any other party, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to 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 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, 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 delivered at least ten (10) days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 2 contracts

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

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, in 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 distribution (other distributionthan a regular periodic distribution payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash distribution for such period), or any right to subscribe for, purchase or otherwise acquire any shares of stock Interests 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 or any consolidation or merger involving the Company and any other party Person or any transfer of all or substantially all the assets of the Company to any other partyPerson, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to the Warrantholder 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 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, 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) Interests shall be entitled to exchange their shares of Common Stock (or other securities) Interests for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least ten (10) 45 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 2 contracts

Samples: Ownership Interest Purchase Warrant (Diversified Food Group Inc), Ownership Interest Purchase Warrant (Diversified Food Group Inc)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, in 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 distribution (other distributionthan a regular periodic distribution payable in cash out of earned surplus in an amount not exceeding the amount of the immediately preceding cash distribution for such period), or any right to subscribe for, purchase or otherwise acquire any shares of stock Interests 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 or any consolidation or merger involving the Company and any other party Person or any transfer of all or substantially all the assets of the Company to any other partyPerson, or (c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, the Company will deliver mail to the Warrantholder 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 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, 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) Interests shall be entitled to exchange their shares of Common Stock (or other securities) Interests for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least ten (10) 45 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 1 contract

Samples: Warrant (Diversified Food Group Inc)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, 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, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other party or any transfer of all or substantially all the assets of the Company to any other party, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to 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 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, 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 delivered at least ten (10) 10 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 1 contract

Samples: Warrant Agreement (Copytele Inc)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, in 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 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 or any consolidation consolidation, merger or merger exchange of shares involving the Company and any other party Person or any transfer of all or substantially all of the assets of the Company to any other partyPerson, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to the Warrantholder each holder of a Warrant Certificate 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 stating 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, exchange of shares, transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Common Stock (or other securities) Shares shall be entitled to exchange their shares of Common Stock (or other securities) Shares 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 delivered mailed at least ten (10) 20 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 1 contract

Samples: Debt Restructuring Agreement (Minera Andes Inc /Wa)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, in 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 or any consolidation or merger involving the Company and any other party Person or any transfer of all or substantially all the assets of the Company to any other partyPerson, or (c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, Warrant Agreement ----------------- 22 the Company will deliver mail to the Warrantholder 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 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, 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 delivered mailed at least ten (10) 20 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions 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: Warrant Agreement (Frontier Airlines Inc /Co/)

Notices of Corporate Action. So long as this Warrant is outstanding and 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,; (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 or any consolidation or merger involving the Company and any other party Person or any transfer of all or substantially all the assets of the Company to any other party, or (c) any voluntary Person; or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to 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 and the amount and character of any such dividend, distribution or right and or (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for the securities or other property property, if any, deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be delivered at least ten (10) 10 days prior to the date therein specifiedspecified (unless such date is beyond the control of the Company, in which case, as soon as practicable thereafter, but in no event more than 5 days thereafter), in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 1 contract

Samples: Stock Purchase Agreement (Gulf South Medical Supply Inc)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, in 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 or any consolidation or merger involving the Company and any other party or any transfer of all or substantially all the assets of the Company to any other party, or (ciii) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to the Warrantholder Holder a notice specifying (i1) 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 any such dividend, distribution or right and (ii2) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least ten (10) twenty days prior to the date therein herein specified, in the case of any date referred to in the foregoing subdivisions subdivision (i) 1), and at least twenty days prior to the date therein specified, in the case of the date referred to in the foregoing subdivision (ii2).

Appears in 1 contract

Samples: Warrant Agreement (Iterated Systems Inc)

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Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, in 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 or any consolidation or merger involving the Company and any other party or any transfer of all or substantially all the assets of the Company to any other party, or (ciii) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the ; The Company will deliver mail to the Warrantholder 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 and the amount and character of any such dividend, distribution or right and (iiB) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least ten twenty (1020) 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, in the case of any the date referred to in the foregoing subdivisions subdivision (i) and (iiB).

Appears in 1 contract

Samples: Warrant Agreement (Vcampus Corp)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, in 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 or any consolidation or merger involving the Company and any other party Person or any transfer of all or substantially all the assets of the Company to any other partyPerson, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to the Warrantholder 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 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, 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 delivered mailed at least ten (10) 20 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions subdivision (i) ), and at least 30 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 (Inmac Corp)

Notices of Corporate Action. So long as Prior to the Expiration Date, if this Warrant is outstanding and has not theretofore been exercised in full, then in the event of: (a) any taking by the Company of a record of the holders of any class of securities its Capital Stock 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,; (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock any Capital Stock of the Company or Company, any consolidation or merger involving the Company and any other party Person, or any transfer of all or substantially all the assets of the Company to any other party, orPerson; (c) or any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; the Company will deliver mail to the Warrantholder Holder 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 distri bution or right and the amount and character of any such dividend, distribution or right right, and (iiy) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place and the time, if any such time is to be fixedany, as of which the holders of record of Common Capital Stock (or other securities) shall be entitled to exchange their shares of Common Capital 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 delivered at least ten (10) 10 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions clauses (ix) and (iiy).

Appears in 1 contract

Samples: Warrant Agreement (Optimark Technologies Inc)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, 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, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other party or any transfer of all or substantially all the assets of the Company to any other party, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to 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 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, 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 delivered at least ten (10) 10 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 1 contract

Samples: Stock Subscription Agreement (Copytele Inc)

Notices of Corporate Action. So long as this Warrant is outstanding and has not been exercised in full, in 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 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 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 or any consolidation or merger involving the Company and any other party Person or any transfer of all or substantially all the assets of the Company company to any other partyPerson, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company will deliver mail to the Warrantholder 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 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, 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 delivered mailed at least ten (10) 10 days prior to the date therein specified, in the case of any date referred to in the foregoing subdivisions (i) and (ii).

Appears in 1 contract

Samples: Warrant Agreement (Nuevo Energy Co)

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