Common use of Notices of Record Date, etc Clause in Contracts

Notices of Record Date, etc. In the event (a) the Company takes a record of the holders of Common Stock (or other securities at the time receivable upon the exercise of 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, (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, in each such case, the Company shall deliver to the Holder a notice specifying, as the case may be, the date on which 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 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 fixed, in which the holders of record of Common Stock or such other securities at the time receivable upon the exercise of 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 of the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the date of such corporate event (if during the Exercise Period).

Appears in 23 contracts

Samples: NCT Group Inc, NCT Group Inc, NCT Group Inc

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Notices of Record Date, etc. In the event (a) case the Company takes 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) 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, (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 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 deliver will mail or cause to be mailed to the Holder registered holder of this Warrant a notice specifying, as the case may be, : (i) the date on which such 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, or (ii) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 or effective date for the event specified in such notice unless such prior notice is waived by the registered holder of the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the date of such corporate event (if during the Exercise Period)Warrant.

Appears in 15 contracts

Samples: Common Stock Purchase Warrant (Co-Diagnostics, Inc.), Common Stock Purchase Warrant (Co-Diagnostics, Inc.), Co-Diagnostics, Inc.

Notices of Record Date, etc. In the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holder(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of Common Stock, and this Warrant may be exercised no later than five upon exercise of the Warrant(s) so held, within the ten (510) days prior to day period from the date of mailing of such corporate event (if during the Exercise Period)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 the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holders(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of Common Stock, and this Warrant may be exercised no later than five upon exercise of the Warrant(s) so held, within the ten (510) days prior to day period from the date of mailing of such corporate event (if during the Exercise Period)notice.

Appears in 6 contracts

Samples: Warrant Agreement (Lorecom Technologies Inc), Warrant Agreement (Lorecom Technologies Inc), Warrant Agreement (Grand Adventures Tour & Travel Publishing Corp)

Notices of Record Date, etc. In the event (a) event: the Company takes 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) 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, (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 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 deliver will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date on which 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) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 of the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the record date of or effective date for the event specified in such corporate event (if during the Exercise Period)notice.

Appears in 4 contracts

Samples: Vermillion, Inc., Vermillion, Inc., Vermillion, Inc.

Notices of Record Date, etc. In the event (a) case the Company takes 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) 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, (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 corporation (any such event, a “Merger or (c) Consolidation”); or of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall deliver will mail or cause to be mailed to the Holder registered holder of this Warrant a notice specifying, as the case may be, : (i) the date on which such 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, or (ii) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 or effective date for the event specified in such notice unless such prior notice is waived by the registered holder of the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the date of such corporate event (if during the Exercise Period)Warrant.

Appears in 4 contracts

Samples: Common Stock Purchase Warrant (Big Clix, Corp.), Common Stock Purchase Warrant (Big Clix, Corp.), Common Stock Purchase (Crossroads Systems Inc)

Notices of Record Date, etc. In the event (a) case the Company takes 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) for the purpose of entitling or enabling them to receive any stock dividend (other than a cash dividend) or other non-cash 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, (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 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 deliver will mail or cause to be mailed to the Holder registered holder of this Warrant a notice specifying, as the case may be, : (i) the date on which such 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, or (ii) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 or effective date for the event specified in such notice unless such prior notice is waived by the registered holder of this Warrant. Provided, however, that the corporate event failure by the Company to which it relates, and this Warrant may be exercised no later than five (5) days prior to the date of provide such corporate event (if during the Exercise Period)notice shall not invalidate any such action.

Appears in 4 contracts

Samples: ADiTx Therapeutics, Inc., ADiTx Therapeutics, Inc., Securities Purchase Agreement (Enhance Skin Products Inc)

Notices of Record Date, etc. In the event of (a) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 or substantially all of the assets of the Company to another corporation person, 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (ii) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holders(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of Common Stock, and this Warrant may be exercised no later than five upon exercise of the Warrant(s) so held, within the ten (510) days prior to day period from the date of mailing of such corporate event (if during the Exercise Period)notice.

Appears in 2 contracts

Samples: Warrant Agreement (Talisman Enterprise Inc), Talisman Enterprise Inc

Notices of Record Date, etc. In the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (a) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their ordinary shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holder(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of ordinary shares, and this Warrant may be exercised no later than five upon exercise of the Warrant(s) so held, within the ten (510) days prior to day period from the date of mailing such corporate event (if during the Exercise Period)notice.

Appears in 2 contracts

Samples: Warrant Agreement (eFuture Information Technology Inc.), Warrant Agreement (eFuture Information Technology Inc.)

Notices of Record Date, etc. In the event (ai) the Company takes 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 this 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, ; (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 deliver will mail or cause to be mailed to the Global Warrant Holder (with a copy to the Warrant Agent) at least 15 days (35 days in the 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, (A) the date on which such record is to be taken Record Date for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right, or (B) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up other event is to take place (place, and the time, if any is to be fixed, in as 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 this Warrant a Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities stock 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 the date of the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to commencing on the date of such corporate event (if during the Exercise Period)notice.

Appears in 2 contracts

Samples: Warrant Agreement (Talos Energy Inc.), Warrant Agreement (Stone Energy Corp)

Notices of Record Date, etc. In the event case: (ai) the Company takes shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of this 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 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 deliver mail or cause to the be mailed to Holder of this Warrant a notice specifying, as the case may be, (A) the date on which such 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, or (B) or the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place (place, and the time, if any any, is to be fixed, in as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant the Warrant) shall be entitled to exchange their its 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-winding up). Such notice shall be mailed at least twenty (20) days prior to the date of therein specified and the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the said date of such corporate event (if during the Exercise Period)term of the Warrant.

Appears in 2 contracts

Samples: Vantage Energy Services, Inc., Biodelivery Sciences International Inc

Notices of Record Date, etc. In the event (a) that, during the Exercise Period: the Company takes 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) 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, (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 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 deliver will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date on which 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) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 of or effective date for the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the date of specified in such corporate event (if during the Exercise Period)notice.

Appears in 2 contracts

Samples: Alpharma Inc, Alpharma Inc

Notices of Record Date, etc. In the event (a) case the Company takes 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) 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, (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 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 deliver will mail or cause to be mailed to the Holder registered holder of this Warrant a notice specifying, as the case may be, : (i) the date on which such a record is to be taken for the purpose of such dividend, distribution distribution, vote or right (or other action, and stating the amount and character of such dividend, distribution or right, or (ii) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 or effective date for the event specified in such notice unless such prior notice is waived in writing by the registered holder of the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the date of such corporate event (if during the Exercise Period)Warrant.

Appears in 2 contracts

Samples: Adamas One Corp., Adamas One Corp.

Notices of Record Date, etc. In the event (a) case the Company takes 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) 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, (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 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 deliver will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which such 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, or (ii) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 use commercially reasonable efforts to cause such notice shall to be mailed promptly, and in any event, at least twenty ten (2010) business days prior to the record date of or effective date for the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days specified in such notice unless such prior to notice is waived by the date of such corporate event (if during the Exercise Period)Registered Holder in writing.

Appears in 1 contract

Samples: Debt Exchange and Preferred Stock Conversion Agreement (Frederick's of Hollywood Group Inc /Ny/)

Notices of Record Date, etc. In the event case (a) the Company takes shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of this 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 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 deliver mail or cause to be mailed to each holder of the Holder Warrant at the time outstanding a notice specifying, as the case may be, (x) the date on which such 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, or (y) or 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, in as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant the 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 of therein specified and the corporate event to which it relates, and this Warrant may be exercised prior to said date during the term of the Warrant no later than five (5) days prior to the date of such corporate event (if during the Exercise Period)said date.

Appears in 1 contract

Samples: NCT Group Inc

Notices of Record Date, etc. In the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (a) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their ordinary shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holder(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of ordinary shares, and this Warrant may be exercised no later than five upon exercise of the Warrant(s) so held, within the ten (510) days prior to day period from the date of mailing such corporate event (if during the Exercise Period)notice.

Appears in 1 contract

Samples: Warrant Agreement (eFuture Information Technology Inc.)

Notices of Record Date, etc. In the event (a) event: the Company takes 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) 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, (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 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 deliver will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date on which 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) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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) 15 days prior to the record date of or effective date for the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the date of specified in such corporate event (if during the Exercise Period)notice.

Appears in 1 contract

Samples: Cci Group Inc

Notices of Record Date, etc. In the event (a) the The Company takes shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of this 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, (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) In case of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall deliver mail or cause to the be mailed to each Warrant Holder a notice specifying, as the case may be, (A) the date on which such 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, or (B) or 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 is any, to be fixed, in as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant 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 of the corporate event to which it relatestherein specified, and this Warrant may be exercised no later than five (5) days prior to the said date of such corporate event (if during the Exercise Period)term of the Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Hemagen Diagnostics Inc)

Notices of Record Date, etc. In the event (a) the Company takes a record of the holders of Common Stock (or other securities at the time receivable upon the exercise of 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, (b) of any capital reorganization of the Company (other than a stock split or reverse stock splitcombination), 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, in each such case, the Company shall deliver to the Holder a notice specifying, as the case may be, the date on which 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 ), 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 fixed, in which the holders of record of Common Stock or such other securities at the time receivable upon the exercise of 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) 20 days prior to the date of the corporate event to which it relates, and this Warrant may be exercised until no later than five (5) days prior to the date of such corporate event (if during the Exercise Period).

Appears in 1 contract

Samples: Pro Tech Communications, Inc.

Notices of Record Date, etc. In the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock Shares (or such other securities shares or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holder(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of Common Shares, and this Warrant may be exercised no later than five upon exercise of the Warrant(s) so held, within the ten (510) days prior to day period from the date of mailing of such corporate event (if during the Exercise Period)notice.

Appears in 1 contract

Samples: Warrant Agreement (Hersha Hospitality Trust)

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Notices of Record Date, etc. In the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or 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 is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holders(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of Common Stock, and this Warrant may be exercised no later than five upon exercise of the Warrant(s) so held, within the ten (510) days prior to day period from the date of mailing of such corporate event (if during the Exercise Period)notice.

Appears in 1 contract

Samples: Training Devices International Inc

Notices of Record Date, etc. In the event case: (a) the Company takes shall take a record of the holders of its Common Stock (or other securities Other Securities at the time receivable upon the exercise of this 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 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 deliver mail or cause to be mailed to the Holder of the Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which such 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, or (ii) or the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-winding up is to take place (place, and the time, if any any, which is to be fixed, in as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant the 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-winding up). Such notice shall be mailed at least twenty (20) days prior to the date of therein specified and the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the said date of such corporate event (if during the Exercise Period)term of the Warrant. 6.

Appears in 1 contract

Samples: Loan Guarantee Agreement

Notices of Record Date, etc. In the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to the Warrant Holder a notice specifying, as the case may be, (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holders(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of Common Stock, and this Warrant may be exercised no later than five upon exercise of the Warrant(s) so held, within the ten (510) days prior to day period from the date of mailing of such corporate event (if during the Exercise Period)notice.

Appears in 1 contract

Samples: Warrant Agreement (Horizon Pharmacies Inc)

Notices of Record Date, etc. In the event (a) case the Company takes shall take a record of the holders of Common Stock its Ordinary Shares (or other stock or securities at the time receivable deliverable upon the exercise of this Warrantthe Warrants) 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, (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 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 deliver will mail or cause to be mailed to the Registered Holder of the Warrants a notice specifying, as the case may be, (i) the date on which such 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, or (ii) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock Ordinary Shares (or such other securities 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 of or effective date for the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days specified in such notice unless such prior to notice is waived by the date of such corporate event (if during the Exercise Period)Registered Holder.

Appears in 1 contract

Samples: CS China Acquisition Corp.

Notices of Record Date, etc. In the event (a) event: ------------------------------------------ the Company takes 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) 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, (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 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 deliver will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date on which 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) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 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 corporate event exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to which it relatestime shall be issuable upon the exercise of this Warrant. The Warrant Shares issued upon such exercise shall be validly issued, fully paid and this Warrant may be exercised no later than five (5) days prior to the date of such corporate event (if during the Exercise Period)non-assessable.

Appears in 1 contract

Samples: Senesco Technologies Inc

Notices of Record Date, etc. In the event (a) case the Company takes 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 Warrantthe Warrants) 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, (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 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 deliver will mail or cause to be mailed to the Registered Holder of the Warrants a notice specifying, as the case may be, (i) the date on which such 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, or (ii) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock (or such other securities 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 of or effective date for the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days specified in such notice unless such prior to notice is waived by the date of such corporate event (if during the Exercise Period)Registered Holder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gigabeam Corp)

Notices of Record Date, etc. In the event (a) If the Company takes 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) 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, (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 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 deliver will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which such 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, or (ii) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other stock or securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities 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 of or effective date for the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days specified in such notice unless such prior to notice is waived by the date of such corporate event (if during the Exercise Period)Registered Holder.

Appears in 1 contract

Samples: Vasomedical Inc

Notices of Record Date, etc. In the event (a) If the Company takes shall take a record of the holders of its Common Stock (or other securities at the time receivable deliverable upon the exercise or exchange of this Warrant) for the purpose of (i) 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 (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 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 (ciii) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall deliver will give notice thereof to the Holder a notice specifyingof this Warrant, in accordance with Section 6, specifying in such notice, as the case may be, (x) the date on which such 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, or (y) or the effective date on which such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up is to take place (place, and the time, if any is to be fixed, in as of which the holders of record of Common Stock (or such other securities at the time receivable deliverable upon the exercise of this Warrant Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities securities) for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyancetransfer, dissolution, liquidation or winding-up). Such notice shall be mailed given by the Company at least twenty (20) days five Business Days prior to the record date of or effective date for the corporate event specified in such notice, unless such event is to occur in connection with the Company’s preparation for, or consummation of, an initial public offering, in which it relates, and this Warrant may case the Company shall be exercised no later than five (5) days required to give such notice only two Business Days prior to the such record date of such corporate event (if during the Exercise Period)or effective date.

Appears in 1 contract

Samples: Heartland Payment Systems Inc

Notices of Record Date, etc. In the event of (ai) any taking by the Company takes Partnership of a record of date with respect to the holders of Common Stock (any class of securities or the Partnership for purposes of determining which of such holders are entitled to dividends or other securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend distributions (other than a cash dividend) or other distributionregular quarterly distributions), or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class Units or any other securitiessecurities or property, or to receive any other right, (bii) of any capital reorganization of the Company (other than Partnership, or reclassification or recapitalization of ownership interests in the Partnership or any transfer in one or more related transactions of all or a stock split or reverse stock split), any reclassification majority of the capital stock assets or revenue or income generating capacity of the CompanyPartnership to, any or consolidation or merger of the Company Partnership with or into another corporation (into, any other than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) of any voluntary or involuntary dissolution, liquidation dissolution or winding-winding up of the CompanyPartnership, then, then and in each such case, event the Company shall deliver Partnership will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as of which the holders of record of Common Stock Units (or such any other class of securities at of the time Partnership, or another issuer pursuant to Section 5, receivable upon the exercise of this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock Units (or such other securities securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. 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, and the holders of the corporate Warrants may exercise the Warrants and participate in such event to which it relatesas a registered holder of Units, and this Warrant may be exercised no later than five upon exercise of the Warrants so held, within the ten (510) days prior to day period from the date of mailing of such corporate event (if during the Exercise Period)notice.

Appears in 1 contract

Samples: Warrant Agreement (Hersha Hospitality Trust)

Notices of Record Date, etc. In the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (a) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (b) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as of which the holders of record of Common Stock common 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 this Warrant the Warrants) shall be entitled to exchange their common shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. Such Any such notice shall be mailed deposited in the United States mail, postage prepaid, at least twenty (20) ten days prior to the date therein specified, and the holder(s) of the corporate Warrant(s) may exercise the Warrant(s) and participate in such event to which it relatesas a registered holder of common shares, and this Warrant may be exercised no later than five (5upon exercise of the Warrant(s) days prior to so held, within the ten day period from the date of mailing such corporate event (if during the Exercise Period)notice.

Appears in 1 contract

Samples: Warrant Agreement (China Hospitals Inc)

Notices of Record Date, etc. In the event of (ai) any taking by the Company takes of a record of date with respect to the holders of 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 this 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, (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 than a merger for purposes of change of domicile) entity or any conveyance of all or substantially all of the assets of the Company to another corporation person, or (ciii) 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 deliver will mail or cause to be mailed to each holder of a Warrant at the Holder time outstanding a notice specifying, as the case may be, (A) the date on which any such record is to be taken for the purpose of such dividend, distribution or right (right, and stating the amount and character of such dividend, distribution or right; or (B) or the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place (and the time, if any is to be fixed, in as 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 this Warrant the Warrants) shall be entitled to exchange their shares of Common Stock (or such other securities stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up)event. Such Any such notice shall be mailed at least twenty (20) days prior to deposited in the date of the corporate event to which it relates, and this Warrant may be exercised no later than five (5) days prior to the date of such corporate event (if during the Exercise Period).United States mail,

Appears in 1 contract

Samples: Zymetx Inc

Notices of Record Date, etc. In the event (a) the The Company takes shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of this 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, (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) In case of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall deliver mail or cause to the be mailed to each Warrant Holder a notice specifying, as the case may be, (A) the date on which such 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, or (B) or 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 is any, to be fixed, in as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant a 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 ten (2010) days prior to the date of the corporate event to which it relatestherein specified, and this Warrant may be exercised no later than five (5) days prior to the said date of such corporate event (if during the Exercise Period)term of the Warrant.

Appears in 1 contract

Samples: Warrant Agreement (Meritage Hospitality Group Inc)

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