Notices of Record Date, etc. In case: (a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash 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 to receive any other right; or (b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or (c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said date.
Appears in 133 contracts
Samples: Warrant Agreement (NCT Group Inc), Warrant Agreement (NCT Group Inc), Warrant Agreement (NCT Group Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 36 contracts
Samples: Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc.), Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc.), Common Stock Purchase Warrant (Brainstorm Cell Therapeutics Inc.)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 36 contracts
Samples: Common Stock Purchase Warrant (Werewolf Therapeutics, Inc.), Common Stock Purchase Warrant (Parallax Health Sciences, Inc.), Warrant Agreement (Constellation Pharmaceuticals Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 27 contracts
Samples: Common Stock Purchase Warrant (Apellis Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Senesco Technologies Inc), Settlement Agreement (GigOptix, Inc.)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) or of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(cb) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 24 contracts
Samples: Agreement and Plan of Reorganization (Biomira Inc), Warrant Agreement (Digital Angel Corp), Placement Agent Agreement (Illinois Superconductor Corporation)
Notices of Record Date, etc. In case:
the event (a) the Company shall take takes a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the this Warrant) for the purpose of entitling them to receive any dividend (other than a cash 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 to receive any other right; or
, (b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
corporation or (c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause deliver to be mailed to each holder of the Warrant at the time outstanding Holder a notice specifying, as the case may be, (i) the date on which a such record is to be taken for the purpose of such dividend, distribution or right, right (and stating the amount and character of such dividend, distribution or right, ) or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, place (and the time, if any, any is to be fixed, as to in which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) this Warrant shall be entitled to exchange their shares of Common Stock (or such other securities) securities for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up). Such notice shall be mailed at least twenty (20) days prior to the date therein specified of the corporate event to which it relates, and the this Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datethe date of such corporate event (if during the Exercise Period).
Appears in 23 contracts
Samples: Warrant Agreement (NCT Group Inc), Warrant Agreement (NCT Group Inc), Warrant Agreement (NCT Group Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 22 contracts
Samples: Warrant Agreement (Tessera Technologies Inc), Warrant Agreement (Igi Inc), Common Stock Purchase Warrant (Igi Inc)
Notices of Record Date, etc. In case:
the event of (ai) any taking by the Company shall take of a record of date with respect to the holders of its Common Stock (any class of securities of the Company for purposes of determining which of such holders are entitled to dividends or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend distributions (other than a cash dividend) or other distributionregular quarterly dividends), or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right; or
, (bii) of any capital reorganization of the Company (other than a stock split Company, or reverse stock split), any reclassification or recapitalization of the capital stock of the CompanyCompany or any transfer in one or more related transactions of all or a majority of the assets or revenue or income generating capacity of the Company to, any or consolidation or merger of the Company with or into another corporation into, any other entity or person, or (other than a merger for purposes of change of domicileiii) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation dissolution or winding-winding up of the Company, then, then and in each such case, event the Company shall will mail or cause to be mailed to each holder of the a Warrant at the time outstanding a notice specifying, as the case may be, (iA) the date on which a 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, ; or (iiB) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, place and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such any other class of stock or securities at of the time Company, or another issuer pursuant to Section 5, receivable upon the exercise of the WarrantWarrants) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-upevent. Such Any such notice shall be mailed deposited in the United States mail, postage prepaid, at least twenty ten (2010) days prior to the date therein specified specified, and the Warrant may be exercised prior to said date during the term holder(s) of the Warrant no later than five Warrant(s) may exercise the Warrant(s) and participate in such event as a registered holder of Common Stock, upon exercise of the Warrant(s) so held, within the ten (510) days prior to said dateday period from the date of mailing of such notice.
Appears in 12 contracts
Samples: Warrant Agreement (Commonwealth Biotechnologies Inc), Warrant Agreement (Commonwealth Biotechnologies Inc), Warrant Agreement (Commonwealth Biotechnologies Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder the Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, which is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 10 contracts
Samples: Loan Guarantee, Payment and Security Agreement (Bioheart, Inc.), Loan Agreement (Bioheart, Inc.), Warrant Agreement (Bioheart, Inc.)
Notices of Record Date, etc. In casethe event:
(a) that the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 8 contracts
Samples: Common Stock Purchase Warrant (Open Energy Corp), Common Stock Purchase Warrant (Open Energy Corp), Common Stock Purchase Warrant (Open Energy Corp)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities Other Securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securitiesOther Securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified specified, and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 7 contracts
Samples: Development, License and Collaboration Agreement (Viragen Inc), Strategic Alliance Agreement (Viragen Inc), Warrant Agreement (Viragen Inc)
Notices of Record Date, etc. In case:: ---------------------------
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 7 contracts
Samples: Common Stock Purchase Warrant (Igi Inc), Common Stock Purchase Warrant (NMT Medical Inc), Common Stock Purchase Warrant (Igi Inc)
Notices of Record Date, etc. In case:the event: ---------------------------
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 6 contracts
Samples: Common Stock Purchase Warrant (Senesco Technologies Inc), Common Stock Purchase Warrant (Senesco Technologies Inc), Common Stock Purchase Warrant (Senesco Technologies Inc)
Notices of Record Date, etc. In casethe event that the Company shall:
(a1) the Company shall take a record of the holders of declare any dividend upon its Common Stock (Stock, whether payable in cash, property, stock or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than and whether or not a regular cash dividend, or
(2) or other distribution, or offer for sale to (but not necessarily exclusively to) its existing securityholders any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or series of the Company’s stock or securities exchangeable for or convertible into such stock in any other securitiestransaction that would give rise (regardless of waivers thereof) to pre-emptive rights of any class or series of stockholders, or to receive any other right; or
(b3) of effect or approve (by stockholder vote or otherwise) any capital reorganization of the Company (other than a stock split reclassification, exchange, substitution or reverse stock split), any reclassification recapitalization of the capital stock of the Company, including any subdivision or combination of its outstanding capital stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or to liquidate, dissolve or wind up (including an assignment for the benefit of creditors), or
(c4) offer holders of registration rights the opportunity to participate in any voluntary or involuntary dissolution, liquidation or winding-up public offering of the Company’s securities, then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each holder of the Warrant at the time outstanding a notice specifying, as the case may be, Holder:
(i) at least ten (10) days prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for such a dividend or offer in respect of the purpose matters referred to in (1) or (2) above;
(ii) in the case of the matters referred to in (3) above, at least ten (10) days prior written notice of the date when the same shall take place; and
(iii) in the case of the matter referred to in (4) above, the same notice as is given or required to be given to the holders of such registration rights. Such notice in accordance with the foregoing clause (1) shall also specify, in the case of any such dividend, the date on which the holders of capital stock shall be entitled thereto and the terms of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or notice in accordance with clause (ii2) shall also specify the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) capital stock shall be entitled to exchange their shares of Common Stock (or such other securities) capital stock for securities or other property deliverable upon such reorganization, reclassification, exchange, substitution, consolidation, mergermerger or sale, conveyanceas the case may be, dissolution, liquidation or winding-upand the terms of such exchange. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during the term address of the Warrant no later than five (5) days prior to said dateHolder.
Appears in 6 contracts
Samples: Warrant (Giga Tronics Inc), Warrant (Giga Tronics Inc), Warrant (Giga Tronics Inc)
Notices of Record Date, etc. In case:
the event of (ai) any taking by the Company shall take of a record of date with respect to the holders of its Common Stock (any class of securities of the Company for purposes of determining which of such holders are entitled to dividends or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend distributions (other than a cash dividend) or other distributionregular quarterly dividends), or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right; or
, (bii) of any capital reorganization of the Company (other than a stock split Company, or reverse stock split), any reclassification or recapitalization of the capital stock of the CompanyCompany or any transfer in one or more related transactions of all or a majority of the assets or revenue or income generating capacity of the Company to, any or consolidation or merger of the Company with or into another corporation into, any other entity or person, or (other than a merger for purposes of change of domicileiii) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation dissolution or winding-winding up of the Company, then, then and in each such case, event the Company shall will mail or cause to be mailed to each holder of the a Warrant at the time outstanding a notice specifying, as the case may be, (iA) the date on which a 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, ; or (iiB) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, place and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such any other class of stock or securities at of the time Company, or another issuer pursuant to Section 6, receivable upon the exercise of the WarrantWarrants) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-upevent. Such Any such notice shall be mailed deposited in the United States mail, postage prepaid, at least twenty ten (2010) days prior to the date therein specified specified, and the Warrant may be exercised prior to said date during the term holders(s) of the Warrant no later than five Warrant(s) may exercise the Warrant(s) and participate in such event as a registered holder of Common Stock, upon exercise of the Warrant(s) so held, within the ten (510) days prior to said dateday period from the date of mailing of such notice.
Appears in 6 contracts
Samples: Warrant Agreement (Lorecom Technologies Inc), Warrant Agreement (Horizon Pharmacies Inc), Warrant Agreement (Grand Adventures Tour & Travel Publishing Corp)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 3 days prior to the record date therein or effective date for the event specified in such notice, and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateRegistered Holder shall keep any such notice confidential.
Appears in 6 contracts
Samples: Common Stock Purchase Warrant (Selecta Biosciences Inc), Common Stock Purchase Warrant (Indaptus Therapeutics, Inc.), Common Stock Warrant (Selecta Biosciences Inc)
Notices of Record Date, etc. In case:the event: ----------------------------
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Essex Corporation), Common Stock Purchase Warrant (Bottomline Technologies Inc /De/), Common Stock Purchase Warrant (Bottomline Technologies Inc /De/)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable issuable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution (other than a cash dividend) dividend or other distributiondistribution payable solely in capital stock of the Company or out of funds legally available therefor), or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities as are at the time receivable issuable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective date, for the event specified and in such notice, provided that the Warrant may be exercised prior failure to said date during mail such notice shall not affect the term legality or validity of the Warrant no later than five (5) days prior to said dateany such action.
Appears in 5 contracts
Samples: Warrant Agreement (Pivot Rules Inc), Warrant Agreement (Augment Systems Inc), Warrant Agreement (Dental Medical Diagnostic Systems Inc)
Notices of Record Date, etc. In casethe event:
(a) that the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
or (b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 5 contracts
Samples: Common Stock Purchase Warrant (Barnabus Energy, Inc.), Common Stock Purchase Warrant (Barnabus Energy, Inc.), Common Stock Purchase Warrant (Barnabus Energy, Inc.)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock Securities (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Securities of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Securities are not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock Securities (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock Securities (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 5 contracts
Samples: Warrant Agreement (BioAmber Inc.), Warrant Agreement (BioAmber Inc.), Warrant Agreement (BioAmber Inc.)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; , or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance transfer of all or substantially all of the assets of the Company to another corporation; Company, or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date therein or effective date for the event specified and in such notice, PROVIDED that the Warrant may be exercised prior failure to said date during so mail such notice shall not affect the term legality or validity of the Warrant no later than five (5) days prior to said dateany such action.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Image Guided Technologies Inc), Common Stock Purchase Warrant (Image Guided Technologies Inc), Common Stock Purchase Warrant (Image Guided Technologies Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datethe record date or effective date for the event specified in such notice, and the Registered Holder shall keep any such notice confidential.
Appears in 4 contracts
Samples: Warrant Agreement (Entasis Therapeutics Holdings Inc.), Warrant Agreement (Entasis Therapeutics Holdings Inc.), Common Stock Purchase Warrant (Entasis Therapeutics Holdings Inc.)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days, prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
Appears in 4 contracts
Samples: Warrant Agreement (Workscape Inc), Warrant Agreement (Workscape Inc), Warrant Agreement (Workscape Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock Warrant Shares (or other securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the CompanyWarrant Shares, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and the Warrant Shares are not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock Warrant Shares (or such other securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock Warrant Shares (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 4 contracts
Samples: Purchase Warrant (Glori Energy Inc.), Common Stock Purchase Warrant (Glori Energy Inc.), Common Stock Purchase Warrant (Glori Energy Inc.)
Notices of Record Date, etc. In case:
(a) the Company Corporation shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend payable 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 to receive any other right; or
(b) of any capital reorganization of the Company Corporation (other than a stock split or reverse stock split), any reclassification of the capital stock of the CompanyCorporation, any consolidation or merger of the Company Corporation with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company Corporation to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, Corporation; then, and in each such case, the Company corporation shall mail or cause to be mailed to each holder of the Warrant Holder at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, fixed as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified and the this Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said date.
Appears in 4 contracts
Samples: Warrant Agreement (Kti Inc), Warrant Agreement (Kti Inc), Warrant Agreement (Kti Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the WarrantWarrants) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, or any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant Holder at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation consolidation or winding-up merger is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities Other Securities at the time receivable upon the exercise of the WarrantWarrants) shall be entitled to exchange their shares of Common Stock (or such other securitiesOther Securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, consolidation or merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant Warrants may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrants.
Appears in 4 contracts
Samples: Warrant Agreement (21st Century Holding Co), Warrant Agreement (21st Century Holding Co), Warrant Agreement (21st Century Holding Co)
Notices of Record Date, etc. In case:: ---------------------------
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 4 contracts
Samples: Warrant Agreement (Banyan Systems Inc), Warrant Agreement (Switchboard Inc), Warrant Agreement (Switchboard Inc)
Notices of Record Date, etc. In case:: ---------------------------
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least twenty ten (2010) business days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 4 contracts
Samples: Common Stock Purchase Warrant (Switchboard Inc), Warrant Agreement (Switchboard Inc), Warrant Agreement (Switchboard Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty ten (2010) days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 4 contracts
Samples: Warrant Agreement (Idera Pharmaceuticals, Inc.), Warrant Agreement (Idera Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Idera Pharmaceuticals, Inc.)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 4 contracts
Samples: Warrant Agreement (Marshall Edwards Inc), Warrant Agreement (Marshall Edwards Inc), Warrant Agreement (Marshall Edwards Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, including an Acquisition Event, or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyanceAcquisition Event, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Genelabs Technologies Inc /Ca), Securities Purchase Agreement (Genelabs Technologies Inc /Ca), Securities Purchase Agreement (Genelabs Technologies Inc /Ca)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable issuable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution (other than a cash dividend) dividend or other distributiondistribution payable solely in capital stock of the Company or out of funds legally available therefor), or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, be (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or and (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities as are at the time receivable issuable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective date, for the event specified and in such notice, provided that the Warrant may be exercised prior failure to said date during mail such notice shall not affect the term legality or validity of the Warrant no later than five (5) days prior to said dateany such action.
Appears in 3 contracts
Samples: Warrant Agreement (Power Efficiency Corp), Warrant Agreement (Power Efficiency Corp), Warrant Agreement (Power Efficiency Corp)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto and the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
Appears in 3 contracts
Samples: Warrant Agreement (Coventry Health Care Inc), Securities Purchase Agreement (Coventry Corp), Securities Purchase Agreement (Warburg Pincus Ventures Lp)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock Ordinary Shares (or other shares or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
or (b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Ordinary Shares of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Ordinary Shares are not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock Ordinary Shares (or such other shares or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock Ordinary Shares (or such other shares or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 3 contracts
Samples: Ordinary Share Purchase Warrant (Stealth BioTherapeutics Corp), Ordinary Share Purchase Warrant (Stealth BioTherapeutics Corp), Ordinary Share Purchase Warrant (Stealth BioTherapeutics Corp)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; , or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance transfer of all or substantially all of the assets of the Company to another corporation; Company, or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the record date therein or effective date for the event specified and in such notice, provided -------- that the Warrant may be exercised prior failure to said date during so mail such notice shall not affect the term legality or validity of the Warrant no later than five (5) days prior to said dateany such action.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (View Tech Inc), Common Stock Purchase Warrant (Dataware Technologies Inc), Common Stock Purchase Warrant (View Tech Inc)
Notices of Record Date, etc. In case:
(ai) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(bii) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(ciii) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 3 contracts
Samples: Warrant Agreement (Marshall Edwards Inc), Warrant Agreement (Marshall Edwards Inc), Warrant Agreement (Marshall Edwards Inc)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock other than the Company's regular quarterly cash dividend, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) there shall be any (i) consolidation, merger, reorganization or other form of any capital reorganization acquisition of or by the Company in which the Company's stockholders immediately prior to the transaction retain less than 50% of the Company voting power or economic interest in the surviving or resulting entity (other than a stock split or reverse stock split), any reclassification of its parent) or (ii) the capital stock sale of the Company, any consolidation or merger 's assets in excess of a majority of the Company with or into another corporation Company's assets (other than a merger for purposes valued at fair market value as determined in good faith by the Board of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; Directors), or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each holder the Holder: at least twenty (20) days' prior written notice of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and Holder at the Warrant may be exercised prior to said date during the term address of the Warrant no later than five (5) days prior to said dateHolder as shown on the books of the Company.
Appears in 3 contracts
Samples: Warrant Agreement (Wellman Inc), Warrant Agreement (Wellman Inc), Warrant Agreement (Wellman Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such conversion was effective, or (iii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed given at least twenty ten (2010) days days, or if such advance notice is not practicable, then such shorter period as may be practicable, prior to the record date therein or effective date for an event specified and the Warrant may in Subsection 7(a), (b) or (c). Such notice shall be exercised prior to said date during the term of the Warrant given no later than five ten (510) days prior to said dateafter the effective date of an event specified in Subsection 7(b).
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Ascent Pediatrics Inc), Common Stock Purchase Warrant (Ascent Pediatrics Inc), Common Stock Purchase Warrant (Ascent Pediatrics Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 3 contracts
Samples: Subscription Agreement (Hi Rise Recycling Systems Inc), Stock Purchase Agreement (Big Entertainment Inc), Warrant Agreement (Take to Auction Com Inc)
Notices of Record Date, etc. In case:the event: ----------------------------
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (Senesco Technologies Inc), Common Stock Purchase Warrant (Senesco Technologies Inc), Common Stock Purchase Warrant (Senesco Technologies Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and in such notice; provided that the Warrant may be exercised prior failure to said date during give such notice shall not invalidate any such event or action or give the term of Registered Holder the Warrant no later than five (5) days prior right to said dateenjoin or otherwise stop such event or action.
Appears in 3 contracts
Samples: Common Stock Purchase Warrant (I Many Inc), Warrant Agreement (I Many Inc), Warrant Agreement (I Many Inc)
Notices of Record Date, etc. In case:
the event (ai) the Company commences any tender offer (including any exchange offer) as announced from time to time for all or a portion of the outstanding shares of Common Stock; (ii) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the a Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(biii) of any capital reorganization Reorganization Event; (iv) of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company; (v) any Qualified Asset Sale, (vi) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (vii) any Excepted Combination, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Global Warrant Holder (with a copy to the Warrant Agent) at least 15 days (35 days in the time outstanding case of an Excepted Combination or a Non-Qualified Asset Sale) prior to the Record Date or the effective date, as applicable a notice specifying, as the case may be, (iA) the date on which a record is to be taken Record Date for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the effective date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up other event is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other securities stock or Securities at the time receivable deliverable upon the exercise of the a Warrant) shall be entitled to exchange their shares of Common Stock (or such other securitiesstock or Securities) for securities Securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation other event. Nothing herein shall prohibit the Global Warrant Holder from exercising its Warrant during the 15 day period (35 days in the case of an Excepted Combination or windinga Non-up. Such notice shall be mailed at least twenty (20Qualified Asset Sale) days prior to commencing on the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datesuch notice.
Appears in 2 contracts
Samples: Warrant Agreement (Talos Energy Inc.), Warrant Agreement (Stone Energy Corp)
Notices of Record Date, etc. In case:
the event the Company (a) takes --------------------------- by the Company shall take of a record of the holders of its Common Stock (or other any class of securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right; or
, or (b) of any capital reorganization of the Company (other than a stock split consolidates or reverse stock split)merges into, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of transfers all or substantially substanitally all of the its assets of the Company to to, another corporation; or
, or (c) of any voluntary dissolves or involuntary dissolutionliquidates (the events described in the foregoing clauses (b) and (c) being hereinafter referred to as a "Fundamental Change"), liquidation or winding-up of the Company, then, then and in each such case, event the Company shall will mail or cause to be mailed to each the registered holder of the Warrant at the time outstanding this Convertible Debenture a notice specifying, as the case may be, specifying (i) the date on which a 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, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up Fundamental Change is to take placebe effected, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property property, if any, deliverable upon on any Fundamental Change and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such reorganizationproposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, reclassificationas amended (the "Securities Act"), consolidationor a favorable vote of stockholders, merger, conveyance, dissolution, liquidation or winding-upif either is required. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant may in such notice on which any such action is to be exercised prior to said date during the term of the Warrant no later than five (5) taken or 20 days prior to said datethe record date therefor, whichever is earlier.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Right Start Inc /Ca), Convertible Debenture Purchase Agreement (Right Start Inc /Ca)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock,
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock,
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securities, or to receive any other right; orrights,
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each holder the Holder:
(a) at least twenty (20) days’ prior written notice of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and Holder at the Warrant may be exercised prior to said date during the term address of the Warrant no later than five (5) days prior to said dateHolder as shown on the books of the Company.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (GenuTec Business Solutions, Inc.), Common Stock Purchase Warrant (GenuTec Business Solutions, Inc.)
Notices of Record Date, etc. In casethe event of:
(a) any taking by the Company shall take Corporation of a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them determining the holders thereof who are entitled to receive any shares of Stock as a dividend (other than a cash dividend) or other distributiondistribution or pursuant to a stock split, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than Corporation, or any sale or transfer, in a stock split single transaction or reverse stock split)a series of related transactions, any reclassification of all or substantially all the assets of the capital stock of Corporation to, or the Company, any consolidation or merger of the Company Corporation with or into another corporation (into, any other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; Person, or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, thenor
(d) any sale, in a single transaction or a series of related transactions, of more than fifty percent (50%) of the Corporation's voting capital stock (whether issued and outstanding, newly issued, from treasury, or any combination thereof), then and in each such case, event the Company shall Corporation will mail or cause to be mailed to each holder of the Warrant at the time outstanding Holder a notice specifying, as the case may be, specifying (i) the date on which a any such record is to be taken for the purpose of such dividend, distribution or rightstock split, and stating the amount and character of such dividend, distribution or rightstock split, or (ii) the date on which any such reorganization, reclassificationtransfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common any one or more classes of Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon on such reorganization, reclassificationtransfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, or (iii) the date on which any such sale of more than fifty percent (50%) of the Corporation's voting capital stock is to take place and the material terms thereof , as the case may be. Such notice shall be mailed at least twenty ten (2010) days prior to the date therein specified and the Warrant may in such notice on which any such action is to be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datetaken.
Appears in 2 contracts
Samples: Warrant Agreement (Softlock Com Inc), Warrant Agreement (Softlock Com Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrantthese Warrants) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Warrant Stock (or such other securities at the time receivable upon the exercise of the Warrantthese Warrants) shall be entitled to exchange their shares of Common Warrant Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant these Warrants may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datethese Warrants.
Appears in 2 contracts
Samples: Branding and Content Agreement (CBS Corp), Branding and Content Agreement (Sportsline Usa Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger in which the outstanding capital stock of the Company is not exchanged for purposes securities or property of change of domicile) another company), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Arno Therapeutics, Inc), Common Stock Purchase Warrant (Nile Therapeutics, Inc.)
Notices of Record Date, etc. In casethe event of:
(a) any taking by the Company shall take Corporation of a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them determining the holders thereof who are entitled to receive any shares of Stock as a dividend (other than a cash dividend) or other distribution, distribution or any right pursuant to subscribe for, purchase or otherwise acquire any shares of a stock of any class or any other securities, or to receive any other rightsplit; or
(b) of any capital reorganization of the Company (other than Corporation, or any sale or transfer, in a stock split single transaction or reverse stock split)a series of related transactions, any reclassification of all or substantially all the assets of the capital stock of Corporation to, or the Company, any consolidation or merger of the Company Corporation with or into another corporation (into, any other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporationPerson; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation; or
(d) any sale, thenin a single transaction or a series of related transactions, of more than fifty percent (50%) of the Corporation's voting capital stock (whether issued and outstanding, newly issued, from treasury, or any combination thereof); then and in each such case, event the Company shall Corporation will mail or cause to be mailed to each holder of the Warrant at the time outstanding Holder a notice specifying, as the case may be, specifying (i) the date on which a any such record is to be taken for the purpose of such dividend, distribution or rightstock split, and stating the amount and character of such dividend, distribution or rightstock split, or (ii) the date on which any such reorganization, reclassificationtransfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common any one or more classes of Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon on such reorganization, reclassificationtransfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, or (iii) the date on which any such sale of more than fifty percent (50%) of the Corporation's voting capital stock is to take place and the material terms thereof, as the case may be. Such notice shall be mailed at least twenty ten (2010) days prior to the date therein specified and the Warrant may in such notice on which any such action is to be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datetaken.
Appears in 2 contracts
Samples: Warrant Agreement (Softlock Com Inc), Warrant Agreement (Softlock Com Inc)
Notices of Record Date, etc. In case:
the event of (a) any taking by the Company shall take of a record of date with respect to the holders of its Common Stock (any class of securities of the Company for purposes of determining which of such holders are entitled to dividends or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend distributions (other than a cash dividend) or other distributionregular quarterly dividends), or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right; or
, (b) of any capital reorganization of the Company (other than a stock split Company, or reverse stock split), any reclassification or recapitalization of the capital stock of the CompanyCompany or any transfer in one or more related transactions of all or a majority of the assets or revenue or income generating capacity of the Company to, any or consolidation or merger of the Company with or into another corporation (into, any other than a merger for purposes of change of domicile) entity or any conveyance of all person, or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation dissolution or winding-winding up of the Company, then, then and in each such case, event the Company shall will mail or cause to be mailed to each holder of the a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a 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, ; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, place and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such any other class of stock or securities at of the time Company, or another issuer pursuant to Section 6, receivable upon the exercise of the WarrantWarrants) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-upevent. Such Any such notice shall be mailed deposited in the United States mail, postage prepaid, at least twenty ten (2010) days prior to the date therein specified specified, and the Warrant may be exercised prior to said date during the term holders(s) of the Warrant no later than five Warrant(s) may exercise the Warrant(s) and participate in such event as a registered holder of Common Stock, upon exercise of the Warrant(s) so held, within the ten (510) days prior to said dateday period from the date of mailing of such notice.
Appears in 2 contracts
Samples: Warrant Agreement (Talisman Enterprise Inc), Warrant Agreement (Talisman Enterprise Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said date.
Appears in 2 contracts
Samples: Warrant Agreement (Intercallnet Inc), Warrant Agreement (Stanford Venture Capital Holdings Inc)
Notices of Record Date, etc. In case:
(a) 4.4.1 the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) 4.4.2 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding Holder a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified specified, and the this Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 2 contracts
Samples: Loan Agreement (Gender Sciences Inc), Loan Agreement (Gender Sciences Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 2 contracts
Samples: Warrant Agreement (Big Entertainment Inc), Subscription Agreement (Big Entertainment Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 2 contracts
Samples: Warrant Agreement (Dental Care Alliance Inc), Warrant Agreement (Dental Care Alliance Inc)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Golden Press Holding LLC), Securities Purchase Agreement (Western Publishing Group Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right, other than the right to vote at any annual or special meeting of the holders of Common Stock); or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Transgenomic Inc), Securities Purchase Agreement (Transgenomic Inc)
Notices of Record Date, etc. In caseIf at any time or from time to time after the Original Issue Date:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution (other than a cash dividend) dividend or distribution payable solely in shares of Common Stock or other distributionsecurities for with adjustment is made under Section 2 hereof), or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (Ziopharm Oncology Inc), Warrant Agreement (Lakes Entertainment Inc)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record of the holders of declare or propose to declare any dividend upon its Common Stock (capital stock, whether payable in cash, property, stock or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than and whether or not a regular cash dividend, or
(2) or other distribution, or offer for sale any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesseries of the Company’s capital stock or securities exchangeable for or convertible into such capital stock, or to receive any other right; or
(b3) of effect or approve any capital reorganization of the Company (other than a stock split reclassification, exchange, substitution or reverse stock split), any reclassification recapitalization of the capital stock of the Company, including any subdivision or combination of its outstanding capital stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or to liquidate, dissolve or wind up (including an assignment for the benefit of creditors), or
(c4) offer holders of registration rights the opportunity to participate in any voluntary or involuntary dissolution, liquidation or winding-up public offering of the Company’s securities, then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each holder of the Warrant at the time outstanding a notice specifying, as the case may be, Holder:
(i) at least ten (10) days prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for such a dividend or offer in respect of the purpose matters referred to in (1) or (2) above, or for determining rights to vote in respect of the matters referred to in (3) above; and
(ii) in the case of the matters referred to in (3) above, at least ten (10) days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, the date on which the holders of capital stock shall be entitled thereto and the terms of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or notice in accordance with this clause (ii) shall also specify the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) capital stock shall be entitled to exchange their shares of Common Stock (or such other securities) capital stock for securities or other property deliverable upon such reorganization, reclassification, exchange, substitution, consolidation, mergermerger or sale, conveyanceas the case may be, dissolution, liquidation or winding-upand the terms of such exchange. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of Holder; and
(iii) in the term case of the Warrant no later than five matter referred to in (54) days prior above, the same notice as is given or required to said datebe given to the holders of such registration rights.
Appears in 2 contracts
Samples: Warrant (Bioject Medical Technologies Inc), Warrant (Bioject Medical Technologies Inc)
Notices of Record Date, etc. In case:the event of
(a) any taking by the Company shall take of a record of the holders of its Common Stock (or other any class of securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend (other than a regular cash dividend payable out of earned surplus at the same rate as that applicable to the most recent such dividend) , notice of which has been given pursuant to this section 8) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right; , or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance transfer of all or substantially all of the assets of the Company to another corporation; any other person or any consolidation or merger involving the Company and any other person, or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each the holder of the Warrant at the time outstanding this Note a notice specifying, as the case may be, specifying (i) the date or expected date on which a 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, or and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, place and the time, if any, any such time is to be fixed, as to of which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) 45 days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datespecified.
Appears in 2 contracts
Samples: Convertible Note (Empire Petroleum Corp), Convertible Note (Empire Petroleum Corp)
Notices of Record Date, etc. In case:
(ai) the Company Corporation shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(cii) of any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, then, and in each such case, the Company Corporation shall mail or cause to be mailed to each holder of the Warrant at the time outstanding Holder a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified specified, and the this Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 2 contracts
Samples: Warrant Agreement (Ontro Inc), Loan Agreement (Ontro Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take set a record of date for determining the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount amount, character and character nature of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (BG Medicine, Inc.), Common Stock Purchase Warrant (BG Medicine, Inc.)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) three calendar days prior to the record date therein or effective date for the event specified in such notice, and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateRegistered Holder shall keep any such notice confidential.
Appears in 2 contracts
Samples: Warrant Agreement (Ayala Pharmaceuticals, Inc.), Warrant Agreement (Ayala Pharmaceuticals, Inc.)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities Other Securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securitiesOther Securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, merger conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified specified, and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 2 contracts
Samples: Buffycoat Supply Agreement (Viragen Inc), Warrant Agreement (Viragen Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) or of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(cb) of any the voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Warrant Agreement (Irvine Sensors Corp/De/), Warrant Agreement (Urbana Ca Inc)
Notices of Record Date, etc. In case:
(a) the event that, during the Exercise Period: the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) or of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) or of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall shall, unless impracticable, be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Warrant Agreement (Alpharma Inc), Warrant Agreement (Alpharma Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation entity (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take placeeffect, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty ten (2010) days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Mti Technology Corp), Common Stock Purchase Warrant (Mti Technology Corp)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of this Warrant or the Warrantconversion of the Common Stock) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer, license or lease of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Warrant Agreement (Applied Therapeutics Inc.), Common Stock Purchase Warrant (Applied Therapeutics Inc.)
Notices of Record Date, etc. In case:
(a) case the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any stock dividend (other than a cash dividend) or other non-cash distribution, to vote at a meeting (or by written consent), or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) or of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) or of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each the registered holder of the this Warrant at the time outstanding a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, vote or rightright or other action, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days Business Days prior to the record date therein or effective date for the event specified and in such notice unless such prior notice is waived in writing by the Warrant may be exercised prior to said date during the term registered holder of the Warrant no later than five (5) days prior to said datethis Warrant.
Appears in 2 contracts
Samples: Warrant Agreement (Adamas One Corp.), Warrant Agreement (Adamas One Corp.)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each holder of the Warrant at the time outstanding a notice specifying, as the case may be, Holder:
(i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and Holder at the Warrant may be exercised prior to said date during the term address of the Warrant no later than five (5) days prior to said dateHolder as shown on the books of the Company.
Appears in 2 contracts
Samples: Warrant (Coolsavings Com Inc), Warrant (Coolsavings Inc)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
Appears in 2 contracts
Samples: Warrant Agreement (Traffic.com, Inc.), Warrant Agreement (Traffic.com, Inc.)
Notices of Record Date, etc. In case:
the event of (ai) any taking by the Company shall take of a record of date with respect to the holders of its Common Stock (any class of securities of the Company for purposes of determining which of such holders are entitled to dividends or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distributiondistributions, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right; or
, (bii) of any capital reorganization of the Company (other than a stock split Company, or reverse stock split), any reclassification or recapitalization of the capital stock of the CompanyCompany or any transfer in one or more related transactions of all or a majority of the assets or revenue or income generating capacity of the Company to, any or consolidation or merger of the Company Comany with or into another corporation into, any other entity or person, or (other than a merger for purposes of change of domicileiii) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation dissolution or winding-winding up of the Company, then, then and in each such case, event the Company shall will mail or cause to be mailed to each holder of the a Warrant at the time outstanding a notice specifying, as the case may be, (ia) the date on which a 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, ; or (iiB) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, place and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock ordinary shares (or such any other class of stock or securities at of the time Company, or another issuer pursuant to Section 5, receivable upon the exercise of the WarrantWarrants) shall be entitled to exchange their ordinary shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-upevent. Such Any such notice shall be mailed deposited in the United States mail, postage prepaid, at least twenty ten (2010) days prior to the date therein specified specified, and the Warrant may be exercised prior to said date during the term holder(s) of the Warrant no later than five Warrant(s) may exercise the Warrant(s) and participate in such event as a registered holder of ordinary shares, upon exercise of the Warrant(s) so held, within the ten (510) days prior to said dateday period from the date of mailing such notice.
Appears in 2 contracts
Samples: Warrant Agreement (eFuture Information Technology Inc.), Warrant Agreement (eFuture Information Technology Inc.)
Notices of Record Date, etc. In case:
: (ai) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
or (bii) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
or (ciii) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their its shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 2 contracts
Samples: Warrant Agreement (Vantage Energy Services, Inc.), Warrant Agreement (Biodelivery Sciences International Inc)
Notices of Record Date, etc. In case:
(a) 7.5.1 the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any all shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) 7.5.2 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding Holder a notice specifying, as the case may be, (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified specified, and the this Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 2 contracts
Samples: Bridge Financing Agreement (Axys Pharmecueticals Inc), Bridge Financing Agreement (Axys Pharmaceuticals Inc)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 5 days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Infinity Pharmaceuticals, Inc.), Common Stock Purchase Warrant (Achillion Pharmaceuticals Inc)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least fifteen (15) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to take placewinding up. Such notice (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto and (ii) shall be given by first class mail, postage prepaid, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least fifteen (15) days' prior written notice of the date when the same shall take place. Such notice (i) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up. Such notice , as the case may be, and (ii) shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
Appears in 1 contract
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, including without limitation a Liquidating Dividend, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of or record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation liquidation, or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective data for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Student Advantage Inc)
Notices of Record Date, etc. In case:: ----------------------------
(a) a. the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) b. of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) c. of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, dissolution/ liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 1 contract
Samples: Warrant Agreement (Cahill Edward L)
Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporation; or
(c) of any Company, or the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) ten days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 1 contract
Notices of Record Date, etc. In casethe event that:
(a) the Company shall take set a record date for the purpose of entitling or enabling the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling them to receive any dividend or other distribution (other than a cash dividend) dividend payable solely in Common Stock or other distributionout of funds legally available therefor), or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; , or
(b) of there shall occur any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporation; Company, or
(c) of there shall occur any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which of such reorganization, reclassification, consolidation, merger, conveyance, merger or transfer or (iii) the date of such dissolution, liquidation or winding-up is to take place, and the timealso specifying, if anyapplicable, is to be fixed, the date and time as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganizationorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective date for the event specified and in such notice, provided that the Warrant may be exercised prior failure to said date during so mail such notice shall affect the term legality or validity of the Warrant no later than five (5) days prior to said dateany such action.
Appears in 1 contract
Samples: Warrant Agreement (Ipcs Inc)
Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record of declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distributionStock, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b3) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c4) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each holder the Holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant: (i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and (ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and Holder of this Warrant at the Warrant may be exercised prior to said date during address of such Holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
Appears in 1 contract
Samples: Office Lease Agreement (Usdata Corp)
Notices of Record Date, etc. In casethe event of:
(a) any taking by the Company shall take of a record of the holders of its Common Stock (or other any class of securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distributionon, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right; right (other than in connection with the Reverse Stock Split (as defined below)), or
(b) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company (other than a stock split or reverse stock splitin connection with the Reverse Stock Split (as defined below), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance transfer of all or substantially all of the assets of the Company to another corporation; or the sale, consolidation or merger of the Company with, to or into any other person, or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, ; then and in each such case, event the Company shall will mail or cause to be mailed sent to each holder of the Warrant Holder, at the time outstanding least thirty (30) business days prior to such record date, a notice specifying, as the case may be, specifying (i) the date on which a 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, or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the WarrantOther Securities) shall be entitled to exchange their shares of Common Stock (or such other securitiesOther Securities) for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act or a favorable vote of stockholders if either is required. The Holder shall use its best efforts to decide whether to exercise this Warrant (if this Warrant is exercisable at least twenty such time) within ten (2010) days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateits receipt of such notice.
Appears in 1 contract
Notices of Record Date, etc. In casethe event of:
(a) the Company shall take Company's taking a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them such holders to receive any dividend (other than a cash dividenddividend payable 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company shall will mail or cause to be mailed to each holder of the Warrant Holder or Holders at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, right and stating the amount and character of such dividend, distribution or right, right or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall will be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall will be mailed at least twenty (20) days prior to the date therein specified and the this Warrant may be fully exercised prior to said date during the term of the Warrant but no later than five (5) days prior to said date.
Appears in 1 contract
Samples: Subscription Agreement (Acrodyne Communications Inc)
Notices of Record Date, etc. In case:the event that: ---------------------------
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of sale all or substantially all of the its assets to, another of the Company to another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-, up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
Appears in 1 contract
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of this Warrant at its last known address as shown on the records of the Warrant at the time outstanding Company a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 1 contract
Notices of Record Date, etc. In casethe event that following a --------------------------- Public Offering or Next Round Financing:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least ten (10) days prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least ten (10) days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with this clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Internet Capital Group Inc)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
Appears in 1 contract
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Intrepid Common Stock (or other securities Other Securities at the time receivable issuable upon the exercise of the WarrantOption) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding Holder a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Intrepid Common Stock (or such other securities at the time receivable upon the exercise of the WarrantOption) shall be entitled to exchange their shares of Intrepid Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed delivered via overnight courier at least twenty thirty (2030) days prior to the date therein specified and the Warrant Option may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datehereof.
Appears in 1 contract
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders Holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then. Then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is it to take place, and the time, if any, any is to be fixed, as to which the holders Holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or other such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified specified, and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said date.exercised
Appears in 1 contract
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Series D Preferred Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is LONDON 181973v4 to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Series D Preferred Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Series D Preferred Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty fifteen (2015) days prior to the record date therein or effective date for the event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said datein such notice.
Appears in 1 contract
Notices of Record Date, etc. In case:
case (a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash 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 to receive any other right; or
or (b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
or (c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the Warrant at the time outstanding a notice specifying, as the case may be, (ix) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiy) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said date.
Appears in 1 contract
Samples: Warrant Agreement (NCT Group Inc)
Notices of Record Date, etc. In case:
(a) the event: ------------------------------------------ the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) or of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for purposes of change of domicile) any other securities or property), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) or of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail will send or cause to be mailed sent to each holder of the Warrant at the time outstanding Registered Holder a notice specifying, as the case may be, (i) the record date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed sent at least twenty (20) 10 days prior to the record date therein or effective date for the event specified in such notice. Reservation of Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, such number of Warrant may Shares and other securities, cash and/or property, as from time to time shall be exercised prior to said date during issuable upon the term exercise of the this Warrant. The Warrant no later than five (5) days prior to said dateShares issued upon such exercise shall be validly issued, fully paid and non-assessable.
Appears in 1 contract
Notices of Record Date, etc. In case:the event of
(a) any action by the Company shall take a record of which would require an adjustment to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them Conversion Price pursuant to receive any dividend (other than a cash dividend) or other distributionSection 2.4, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification or recapitalization of the capital stock of the CompanyCommon Stock, any consolidation or merger of involving the Company with or into another corporation (and any other than a merger for purposes of change of domicile) or person, any conveyance transfer of all or substantially all of the assets of the Company to another corporation; or
any other person or any other transaction described in Section 2.5 hereof, or (c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each the holder of this Note, at least ten (10) days prior to the Warrant at date of any action referred to in the time outstanding notice referred to herein, a notice specifying, as the case may be, specifying (i) the date on which a any such record is to be taken for the purpose of determining the holders of record of Common Stock entitled to receive such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or liquidation, winding-up or other transaction referred to in Section 2.4 or 2.5 hereof is to take place, and the time, if any, any such time is to be fixed, as to of which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled or obligated to exchange their shares of Common Stock (or such other securities) for the securities or other property deliverable upon such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or liquidation, winding-upup or other transaction referred to in Section 2.4 or 2.5 hereof. Such notice In addition, promptly after the occurrence of any event which results in an adjustment of the Conversion Price, the Company shall be mailed at least twenty (20) days prior mail to the date holder of this Note a notice of such adjustment together with a statement setting forth the computations relating thereto. Failing to give such notice or any default therein specified and shall not affect the Warrant may be exercised prior to said date during the term legality or validity of the Warrant no later than five proceedings described in Subsection (5a), (b) days prior to said dateor (c) of this Section 2.6.
Appears in 1 contract
Samples: Convertible Subordinated Note (Service Experts Inc)
Notices of Record Date, etc. In case:the event that: ---------------------------
(a1) the Company shall take a record of declare any cash dividend upon its Common Shares, or
(2) the Company shall declare any dividend upon its Common Shares payable in common shares or make any special dividend or other distribution to the holders of its Common Stock Shares, or
(or other securities at 3) the time receivable upon Company shall offer for subscription pro rata to the exercise holders of the Warrant) for the purpose of entitling them to receive its Common Shares any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional common shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding Common Shares, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least ten (10) days prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least ten (10) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) Shares shall be entitled to exchange their shares of Common Stock (or such other securities) Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior Company. The failure to said datedeliver any such notice shall not, however, affect the capability of the action so taken by the Company.
Appears in 1 contract
Samples: Warrant Agreement (Esg Re LTD)
Notices of Record Date, etc. In case:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company (other than a re-incorporation merger) with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder the Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrant.
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Notices of Record Date, etc. In casethe event:
(a) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation consolidation, share exchange or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail deliver or cause to be mailed delivered to each holder of the Warrant at the time outstanding a Holder notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, share exchange, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least twenty (20) 10 days prior to the date therein specified and the this Warrant may be exercised exercised, conditional upon the occurrence of any such event, prior to said date during the term of the this Warrant no later than five (5) days prior to said date.
Appears in 1 contract
Samples: Settlement Agreement (Cytogenix Inc)
Notices of Record Date, etc. In case:: ----------------------------
(a) the Company shall take a record of the holders of its Common Stock Warrant Securities (or other securities at the time receivable upon the exercise of the a Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation or winding-up or a reorganization, reclassification, consolidation or merger of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder of the a Warrant at the time outstanding Certificate a notice specifying, as the case may be, : (iA) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iiB) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock Warrant Securities (or such other securities at the time receivable upon the exercise of the a Warrant) shall be entitled to exchange their shares of Common Stock Warrant Securities (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified specified, and the each Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days provided that such date is prior to said datethe Expiration Date.
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Notices of Record Date, etc. In case:
(ai) the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividenddividend at the same rate as the rate of the last cash dividend theretofore paid) 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 to receive any other right; or
(bii) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a merger for purposes of change of domicile) corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(ciii) of any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each holder Holder of the Warrant Warrants at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any, is to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least twenty (20) 20 days prior to the date therein specified and the Warrant Warrants may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateWarrants.
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Notices of Record Date, etc. In casethe event that:
(a1) the Company shall take a record declare any cash dividend upon its Common Stock, or
(2) the Company shall declare any dividend upon its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend) or other distribution, or any right to subscribe for, purchase or otherwise acquire any additional shares of stock of any class or any other securitiesrights, or to receive any other right; or
(b4) of there shall be any capital reorganization of the Company (other than a stock split or reverse stock split), any reclassification of the capital stock of the Company, including any subdivision or combination of its outstanding shares of Common Stock, or consolidation or merger of the Company with with, or into another corporation (other than a merger for purposes of change of domicile) or any conveyance sale of all or substantially all of the its assets of the Company to to, another corporation; , or
(c5) of any there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each connection with such caseevent, the Company shall mail or cause give to be mailed to each the holder of the Warrant at the time outstanding a notice specifying, as the case may be, this Warrant:
(i) at least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the date on which any such reorganization, reclassification, consolidation, merger, conveyancesale, dissolution, liquidation or winding-up is to winding up; and
(ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least ten (10) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, and in the timecase of any such dividend, if anydistribution or subscription rights, is to be fixed, as to the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock (or such other securities at the time receivable upon the exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification consolidation, merger, conveyancesale, dissolution, liquidation or winding-winding up, as the case may be. Such Each such written notice shall be mailed at least twenty (20) days prior given by first class mail, postage prepaid, addressed to the date therein specified and holder of this Warrant at the Warrant may be exercised prior to said date during address of such holder as shown on the term books of the Warrant no later than five (5) days prior to said dateCompany.
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Notices of Record Date, etc. In case:
(a) case the Company shall take a record of the holders of its Common Stock Ordinary Shares (or other stock or securities at the time receivable deliverable upon the exercise of the WarrantWarrants) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) or of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) or of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the Warrant at the time outstanding Warrants a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock Ordinary Shares (or such other stock or securities at the time receivable deliverable upon the exercise of the WarrantWarrants) shall be entitled to exchange their shares of Common Stock Ordinary Shares (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such The Company will cause such notice shall to be mailed at least twenty (20) business days prior to the record date therein or effective date for the event specified and in such notice unless such prior notice is waived by the Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to said dateRegistered Holder.
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Notices of Record Date, etc. In case:
the event of (ai) any taking by the Company shall take of a record of date with respect to the holders of its Common Stock (any class of securities of the Company for purposes of determining which of such holders are entitled to dividends or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend distributions (other than a cash dividend) regular quarterly dividends or other distributiondistributions), or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right; or
, (bii) of any capital reorganization of the Company (other than a stock split Company, or reverse stock split), any reclassification or recapitalization of capital shares of the capital stock Company or any transfer in one or more related transactions of all or a majority of the Companyassets or revenue or income generating capacity of the Company to, any or consolidation or merger of the Company with or into another corporation into, any other entity or person, or (other than a merger for purposes of change of domicileiii) or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(c) of any voluntary or involuntary dissolution, liquidation dissolution or winding-winding up of the Company, then, then and in each such case, event the Company shall will mail or cause to be mailed to each holder of the a Warrant at the time outstanding a notice specifying, as the case may be, (iA) the date on which a 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, ; or (iiB) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, place and the time, if any, any is to be fixed, as to of which the holders of record of Common Stock Shares (or such any other class of shares or securities at of the time Company, or another issuer pursuant to Section 5, receivable upon the exercise of the WarrantWarrants) shall be entitled to exchange their shares of Common Stock Shares (or such other shares or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-upevent. Such Any such notice shall be mailed deposited in the United States mail, postage prepaid, at least twenty ten (2010) days prior to the date therein specified specified, and the Warrant may be exercised prior to said date during the term holder(s) of the Warrant no later than five Warrant(s) may exercise the Warrant(s) and participate in such event as a registered holder of Common Shares, upon exercise of the Warrant(s) so held, within the ten (510) days prior to said dateday period from the date of mailing of such notice.
Appears in 1 contract
Notices of Record Date, etc. In case:: ---------------------------
(a) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend) or other distribution, or to receive any right to subscribe for, for or purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or
(b) of any capital reorganization of the Company (other than a stock split or reverse stock split)Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger for purposes of change of domicile) in which the Company is the surviving entity), or any conveyance transfer of all or substantially all of the assets of the Company to another corporationCompany; or
(c) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall will mail or cause to be mailed to each holder the Registered Holder of the this Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place, and the time, if any, any which is to be fixed, as to of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of the this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty ten (2010) days days, or if such advance notice is not practicable, then such shorter period as may be practicable, prior to the record date therein or effective date for an event specified and the Warrant may be exercised prior to said date during the term of the Warrant no later than five in Section 6(a), (5b) days prior to said dateor (c).
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