Common use of Notices of Corporate Action Clause in Contracts

Notices of Corporate Action. In the event of: (a) any taking by the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, 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 or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, any reclassification or recapitalization of the capital stock of the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, any consolidation or merger involving the Company or, so long as no Spin-Off shall have occurred, DSW 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 or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW to any other Person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, or (d) any Spin-Off, or (e) the exercise by the Company of any right or remedy with respect to its Lien on the capital stock of DSW, 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, and in the case of a Spin-off, such notice shall be mailed at least 90 days prior to the record date of such Spin-Off.

Notices of Corporate Action. In the event of: (a) any taking by the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, 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 orCompany, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, any reclassification or recapitalization of the capital stock of the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, or any consolidation or merger involving the Company or, so long as no Spin-Off shall have occurred, DSW 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 or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW to any other Person, or, (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s obligations pursuant to Section 3.3(b), DSW, or (d) any Spin-Offissuance of any Common Stock or Common Stock Equivalents other than upon the conversions of shares of Series A Preferred Stock or the grant of stock options to the officers, or (e) directors, employees of the Company pursuant to the Stock Option Plan or the exercise by the Company of thereof (or any right or remedy with respect to its Lien on the capital currently outstanding stock of DSWoptions), 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 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 DSW Stock (or Other Securitiesother securities) shall be entitled to exchange their shares of Common Stock or DSW Stock (or Other Securitiesother 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 days prior promptly after the decision is made to take any of the date therein specified, and actions specified in the case of a Spin-off, such notice shall be mailed at least 90 days prior to the record date of such Spin-Off(a)-(d) above.

Notices of Corporate Action. In the event of: (a) any taking by the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b3.7(b), DSW, 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 or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b3.7(b), DSW, any reclassification or recapitalization of the capital stock of the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b3.7(b), DSW, any consolidation or merger involving the Company or, so long as no Spin-Off shall have occurred, DSW 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 or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b3.7(b), DSW to any other Person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b3.7(b), DSW, or (d) any Spin-Off, or (e) the exercise by the Company of any right or remedy with respect to its Lien on the capital stock of DSW, 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, and in the case of a Spin-off, such notice shall be mailed at least 90 days prior to the record date of such Spin-Off.

Notices of Corporate Action. In the event of: (a) any taking by the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b), DSW, 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 or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b), DSW, any reclassification or recapitalization of the capital stock of the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b), DSW, any consolidation or merger involving the Company or, so long as no Spin-Off shall have occurred, DSW 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 or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b), DSW to any other Person, or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company or, prior to the consummation of a Spin-Off and satisfaction of the Company’s 's obligations pursuant to Section 3.3(b), DSW, or (d) any Spin-Off, or (e) the exercise by the Company of any right or remedy with respect to its Lien on the capital stock of DSW, 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, and in the case of a Spin-off, such notice shall be mailed at least 90 days prior to the record date of such Spin-Off.