Common use of Notices to Holder Clause in Contracts

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or personperson (other than to or with a subsidiary of the Company), or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be be, (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable (or Series C) issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable (or Series C) issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 ten (10) days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 78. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be be, (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 20 days prior to the earliest date therein specified.

Notices to Holder. Upon If at any adjustment of the Warrant Price time, (or number of shares of Common Stock purchasable upon the exercise of this Warranta) pursuant to Section 4, the Company shall promptly thereafter cause take any action which would require an adjustment pursuant to be given to this Section 3 in the Holder written notice of such adjustment. Such notice shall include the Warrant Conversion Price (and/or or in the number of shares of Common Stock purchasable issuable upon the exercise conversion of this WarrantNote; or (b) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect shall authorize the making to the holders of its Common Stock of any class Distributions on Common Stock as set forth in Section 3.2; or (c) the Company shall issue any additional shares of securities Common Stock or declare any dividend (or any other distribution) on its Common Stock; or (d) there shall be any capital reorganization or reclassification of the Company for the purpose of determining which of such holders are entitled to dividends or other distributionsCommon Stock, or any rights consolidation or merger to subscribe forwhich the Company is a party, purchase or otherwise acquire any shares of capital stock of any class or any other securities sale or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or Company; or (ce) any there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company; then, then and in each any one or more of such event cases, the Company will shall ---- give the Holder a written notice specifyingto the Holder, not less than twenty (20) days before any record date or other date set for definitive action, or of the date on which such reorganization, reclassification, sale, consolidation, merger, dissolution, liquidation or winding up shall take place, as the case may be (i) be. Such notice also shall set forth such facts as shall indicate the record date for the purpose effect of such dividend, distribution, or right, and stating action (to the amount and character extent such effect may be known at the date of such dividend, distribution, or right; or (iinotice) on the current Conversion Price and the kind and amount of Common Stock and other securities and property deliverable upon conversion of this Note. Such notice also shall specify 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, as of which the holders of record of the Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) record shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to reorganization, reclassification, sale, consolidation, merger, dissolution, liquidation or winding up, as the earliest date therein specifiedcase may be.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) Exercise Rate pursuant to Section 43(h) hereof, the Company Corporate Borrower shall promptly thereafter (i) cause to be given to prepared a certificate of a firm of independent public accountants of recognized standing selected by the Holder written notice Corporate Borrower (who may be the regular auditors of such adjustment. Such notice shall include the Warrant Price (and/or Corporate Borrower) setting forth the number of shares of Common Stock purchasable upon the exercise of this Warrant) Exercise Rate after such adjustment, adjustment and shall set setting forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were basedare based and setting forth the number of shares (or portion thereof) issuable after such adjustment in the Exercise Rate, upon conversion of this Note, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to the holder of this Note at such holder's address appearing on the Note register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice shall may be given in advance and included as a part of any the notice required to be given mailed under the other provisions of this Section 73(j). In the event of event: (ai) any fixing by The Corporate Borrower shall authorize the Company of a record date with respect issuance to the all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any class other subscription rights or warrants (other than rights, options or warrants issued to all holders of securities its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share not less than 94% (100% if a stand-by underwriter is used and charges the Corporate Borrower commission) of the Company for Current Market Value); or (ii) The Corporate Borrower shall authorize the purpose distribution to all holders of determining which shares of such holders are entitled to Common Stock of evidences of its indebtedness or assets (other than cash dividends or other distributions, cash distributions payable out of consolidated earnings or any rights to subscribe for, purchase earned surplus or otherwise acquire any dividends payable in shares of capital stock Common Stock or distributions referred to in subsection (i) of Section 3(h) hereof); or (iii) of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger to which the Corporate Borrower is a party or of the Company with conveyance or into, any other entity or persontransfer of the properties and assets of the Corporate Borrower substantially as an entirety, or of any reclassification or change of Common Stock issuable upon conversion of this Note (cother than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock; or (iv) any of the voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or rightCorporate Borrower; or (ii) 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, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.or

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock Shares purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock Shares purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock Shares (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock Shares (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 79. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 45, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 76. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.,

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 45, the Company within 20 days thereafter shall promptly thereafter cause to be given to the Holder pursuant to Section I 1 hereof written notice of such adjustment. Such , which notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method a brief statement of calculation and the facts upon requiring such adjustment and set forth the computation by which such calculations were basedadjustment was made. Where appropriate, such notice shall may be given in advance and included as a part of any the notice required to be given mailed under the other provisions of this Section 76. In the event of (a) any fixing by of the following: 6.1 the Company of a record date with respect shall authorize the issuance to the its holders of shares of Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any class other subscription rights or warrants; or 6.2 the Company shall authorize the distribution to all holders of securities shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding $0.01 per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or 6.3 any consolidation or merger to which the Company is a party and for which approval of any shareholder of the Company for the purpose of determining which of such holders are entitled to dividends or other distributionsis required, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, conveyance or reclassification or recapitalization transfer of the capital stock properties and assets of the Company or any transfer of all as, or substantially all of the assets or business of the Company toas, an entirety, or consolidation of any reclassification or merger change of the Company with or into, any outstanding shares of Common Stock issuable upon exercise of this Warrant (other entity or personthan a change in par value, or (c) any from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); or 6.4 the voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company, then and in each such event ; or 6.5 the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 proposes to take place and any action (other than actions of the time, if any is character described in Subsection 5.1 except as required under Subsection 6.3 above) which would require an adjustment of the Exercise Price pursuant to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.Section 5;

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock Shares purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock Shares purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock Shares (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock Shares (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Class B Warrant) pursuant to Section 45, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Class B Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Class B Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price If (or number of shares of Common Stock purchasable upon the exercise of this Warranta) pursuant to Section 4, the Company shall promptly thereafter declare any dividend payable in any securities upon its Common Shares, or make any distribution (other than a cash dividend declared in the ordinary course) to the holders of its Common Shares; (b) the Company shall offer to the holders of its Common Shares any additional Common Shares or securities convertible or exchangeable into Common Shares or any right to subscribe for or purchase Common Shares; (c) the Company shall dissolve, liquidate or wind up (other than in connection with a Fundamental Change); or (d) the Company shall fix a Reduced Exercise Price and Reduced Exercise Price Period, then the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to the Holder written notice in accordance with the provisions of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this WarrantSection 6(e) after such adjustmenthereof, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given (i) in advance and included as a part the case of any notice required to be given under the other provisions of this Section 7. In the event of clauses (a) any fixing by or (b) above, at least ten (10) calendar days prior to the Company of date fixed as a record date with respect to or the holders date of any class of securities closing the transfer books for the determination of the Company for the purpose of determining which of such holders are shareholders entitled to dividends such dividend, distribution or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other rightsubscription rights, (bii) any capital reorganization in the case of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or clause (c) any voluntary or involuntary dissolution above, at least twenty (20) calendar days prior to the date fixed as a record date for the determination of shareholders entitled to vote on such proposed dissolution, liquidation or winding up and (iii) in the case of clause (d) above, as soon as practicable after such event. Such notice shall, as and if applicable, specify such record date or the Company, then and in each such event date of closing the Company will give the Holder a written notice specifyingtransfer books, as the case may be (i) be. Failure to give the record date for notice required by this Section 4 or any defect therein shall not affect the purpose legality or validity of such any dividend, distribution, or offer, right, and stating the amount and character of such dividendoption, distribution, or right; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyancewarrant, dissolution, liquidationliquidation or winding up, the fixing of a Reduced Exercise Price or Reduced Exercise Price Period, or winding up is to take place and the time, if vote upon or any is to be fixed, as of which other action taken in connection with the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specifiedforegoing.

Notices to Holder. Upon any each adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 48 and upon each adjustment pursuant to Section 8(k) of the number of Warrant Shares issuable upon exercise of a Warrant in the absence of an adjustment to the Exercise Price due to Section 8(h), the Company shall promptly thereafter cause to be given delivered to the Holder written notice a certificate signed by the principal accounting officer of such adjustment. Such notice shall include the Warrant Company setting forth the Exercise Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, adjustment and shall set setting forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were basedare based and setting forth the number of Warrant Shares (or portion thereof) issuable after such adjustment upon exercise of a Warrant and payment of the adjusted Exercise Price. Where appropriate, such notice shall certificate may be given in advance and included as a part of any the notice required to be given mailed under the other provisions of this Section 710. In the event of case (a) any fixing by the Company of a record date with respect shall authorize the issuance to the all holders of any class shares of securities Common Stock of the Company for the purpose of determining which of such holders are entitled to dividends rights, options or other distributions, or any rights warrants to subscribe for, for or purchase or otherwise acquire any shares of capital stock Common Stock or of any class other subscription rights or any other securities or property, or to receive any other rightwarrants, (b) the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than dividends payable in shares of Common Stock or distributions referred to in subsection (a) of Section 8 hereof), (c) of any capital reorganization consolidation or merger to which the Company is a party and for which approval of the Company, or reclassification or recapitalization of the capital stock any shareholders of the Company is required, or any of the conveyance or transfer of all or substantially all of the properties and assets or business of the Company tosubstantially as an entirety, or consolidation of any reclassification or merger change of Common Stock issuable upon exercise of the Company with or into, any Warrants (other entity or personthan a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock, (cd) any of the voluntary or involuntary dissolution dissolution, liquidation or winding up of the CompanyCompany or (e) the Company proposes to take any action (other than actions of the character described in Section 8(a)) which would require an adjustment of the Exercise Price pursuant to Section 8 or an adjustment in the number of Warrant Shares issuable upon exercise of a Warrant pursuant to Section 8(k), then and then, in each such event case, the Company will give shall cause to be delivered to the Holder Holder, at the time notice thereof is delivered to holders of the Common Stock (but in any event at least five days prior to the applicable record date hereinafter specified), or if no such notice is delivered, at least 20 days (or 10 days in any case specified in clauses (a) or (b) above) prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, a written notice specifying, as the case may be stating (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, options, warrants or distribution are to be determined, (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock or (iii) the date on which any such capital stock reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or securities receivable upon winding up is expected to become effective or consummated, and the exercise date as of this Warrant) which it is expected that holders of record of shares of Common Stock shall be entitled to exchange their such shares of Common Stock (or such other stock securities) for securities or other property property, if any, deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specifiedreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter thereafter, but in no event later than 10 days after the event causing the adjustment has occurred, cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other rightright or to give effect to any split, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of such split, dividend, distribution, or right, and stating the amount and character of such split, 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price If (or number of shares of Common Stock purchasable upon the exercise of this WarrantA) pursuant to Section 4, the Company shall promptly thereafter cause declare a dividend (or any other distribution) on the Common Stock; (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to be given to all holders of the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends rights or other distributions, or any rights warrants to subscribe for, for or purchase or otherwise acquire any shares of capital stock of any class or of any other securities or property, or to receive rights; (D) the approval of any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets or business of the Company toCompany, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or consolidation or merger of property; (E) the Company with or into, any other entity or person, or (c) any shall authorize the voluntary or involuntary dissolution dissolution, liquidation or winding up of the affairs of the Company; then, in each case, the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be mailed to the Holder at its last addresses as it shall appear upon the stock books of the Company, then and in each such event at least 20 calendar days prior to the Company will give the Holder applicable record or effective date hereinafter specified, a written notice specifying, as the case may be stating (ix) the date on which a record date is to be taken for the purpose of such dividend, distribution, redemption, rights or right, and stating the amount and character of such dividend, distributionwarrants, or right; or (ii) if a record is not to be taken, 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, as of which the holders of record of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or such capital stock share exchange is expected to become effective or securities receivable upon close, and the exercise date as of this Warrant) which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock (or such other stock for securities) for securities , cash or other property deliverable upon such event. Any reclassification, consolidation, merger, sale, transfer or share exchange; PROVIDED, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be given at least 10 days prior specified in such notice. The Holder is entitled to convert this Note during the 20-day period commencing the date of such notice to the earliest effective date therein specifiedof the event triggering such notice.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Preferred Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Preferred Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Preferred Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Preferred Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the So long as this Warrant Price shall be outstanding (or number of shares of Common Stock purchasable upon the exercise of this Warranta) pursuant to Section 4, if the Company shall promptly thereafter cause to be given to pay any dividends or make any distribution upon the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth otherwise than in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends cash or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) if there shall be any capital reorganization of the CompanyCompany in which the Company is not the surviving entity, or reclassification or recapitalization of the capital stock of the Company, consolidation or merger of the Company with or any into another corporation, sale, lease or other transfer of all or substantially all of the property and assets or business of the Company toCompany, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company, then and in each such event event, the Company will give shall cause to be mailed to the Holder Holder, at least twenty days prior to the relevant date described below (or such shorter period as is reasonably possible if twenty days is not reasonably possible), a written notice specifying, as containing a description of the case may proposed action and stating the date or expected date on which a record of the Company’s stockholders is to be (i) the record date taken for the purpose of any such dividend, distributiondistribution of rights, 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, transferreorganization, consolidation, merger, conveyance, lease or transfer, dissolution, liquidation, liquidation or winding up is to take place place, the effect of the action, to the extent such effect may be known on the date of such notice, on the Exercise Price and the timekind and amount of shares of stock or other securities or property deliverable on the exercise of the Warrant, and the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) record shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any All such notice notices shall be given at least 10 days prior deemed to have been received (i) in the earliest case of personal delivery, on the date therein specified.of such

Notices to Holder. (a) Upon any the occurrence of each adjustment pursuant to Section 8, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, in good faith, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Price (Shares or number of shares of Common Stock purchasable other securities issuable upon the exercise of this Warrant) pursuant Warrant (as applicable), describing the transactions giving rise to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, adjustments and shall set forth showing in reasonable detail the Company's method of calculation and the facts upon which such calculations were adjustment is based. Where appropriateThe Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent. (b) If, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of while this Section 7. In the event of (a) any fixing by Warrant is outstanding, the Company of (i) declares a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class dividend or any other distribution of cash, securities or propertyother property in respect of its Common Stock, including without limitation any granting of rights or warrants to receive subscribe for or purchase any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all subsidiary of the assets Company, (ii) authorizes or business of the Company toapproves, enters into any agreement contemplating or consolidation or merger of the Company with or into, solicits stockholder approval for any other entity or person, Fundamental Transaction or (ciii) any authorizes the voluntary or involuntary dissolution dissolution, liquidation or winding up of the affairs of the Company, then then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least 10 Trading Days prior to the applicable record or effective date on which a person or entity would need to hold Common Stock in each order to participate in or vote with respect to such event transaction, and the Company will take all reasonable steps to give the Holder a written the practical opportunity to exercise this Warrant prior to such time; provided, however, that the failure to deliver such notice specifying, as or any defect therein shall not affect the case may be (i) validity of the record date 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 and the time, if any is corporate action required to be fixed, as of which the holders of record of Common Stock (or described in such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specifiednotice.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) Warrant pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) Warrant after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 76. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event event, the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any The Company shall deliver such notice shall be given to the Holder at least 10 ten (10) business days prior to the earliest date therein specifiedspecified therein.

Notices to Holder. Upon If at any time, ----------------- (a) the Corporation shall take any action which would require an adjustment of in the Per Share Warrant Price (or in the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant; or (b) pursuant to Section 4, the Company Corporation shall promptly thereafter cause to be given to authorize the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect making to the holders of its Common Stock of any class of securities non-cash distribution on such Common Stock; or (c) the Corporation shall declare any dividend (or any other distribution) on its Common Stock; or (d) there shall be any capital reorganization or reclassification of the Company for the purpose of determining which of such holders are entitled to dividends or other distributionsCommon Stock, or any rights consolidation or merger to subscribe forwhich the Corporation is a party, purchase or otherwise acquire any shares of capital stock of any class or any other securities sale or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or Corporation; or (ce) any there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the Corporation; then, in any one or more of such cases, the Corporation shall give written notice to the Holder, not less than twenty (20) days before any record date or other date set for definitive action, or for any vote or action by consent by stockholders with respect thereto, or of the date on which such reorganization, reclassification, sale, consolidation, merger, dissolution, liquidation or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifyingshall take place, as the case may be (i) be. Such notice shall also set forth such facts as shall indicate the record date for the purpose effect of such dividend, distribution, or right, and stating action (to the amount and character extent such effect may be known at the date of such dividend, distribution, or right; or (iinotice) on the current Per Share Warrant Price and the kind and amount of shares of Common Stock and other securities and property deliverable upon exercise of this Warrant. Such notice shall also specify 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, as of which the holders of record of the Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) record shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such eventreorganization, reclassification, sale, consolidation, merger, dissolution, liquidation or winding up, as the case may be. Any Notwithstanding the foregoing, failure to give such notice shall be given at least 10 days prior to not affect the earliest date therein specifiedvalidity of any such action.

Notices to Holder. (a) Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 45 above, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock Shares purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. 8. (b) In the event of (ai) any Transaction, (ii) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other dividends, distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (biii) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock securities of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (civ) any voluntary or involuntary dissolution or winding up of the Company, (v) then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i1) the record date for the purpose of such dividend, distribution, distribution or right, and stating the amount and character of such dividend, distribution, distribution or right; or (ii2) the date on which any such Transaction, 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, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 fourteen (14) days prior to the earliest date therein specified. (c) The parties hereto acknowledge and agree that in granting Holder the rights under this Warrant to acquire four and nine-tenths percent (4.90%) of the Common Stock of Company, Holder is consciously avoiding the reporting requirements required under Section 13(d) and 13(g) of the United States Securities and Exchange Act of 1934 (the “Securities Exchange Act”) and that avoiding such reporting requirements is a material condition to Holder entering into this Agreement. Prior to taking any action that would subject Holder to the reporting requirements set forth in Section 13(d) or Section 13(g) of the Securities Exchange Act, Company will provide Holder with sixty (60) days written notice prior to taking such action so as to allow Holder to take such actions as Holder may deem necessary or appropriate to avoid such reporting requirements.

Notices to Holder. Upon any adjustment of the Warrant Price (or ------------------ number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 78. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be be, (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 20 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the So long as this Warrant Price shall be outstanding (or number of shares of Common Stock purchasable upon the exercise of this Warranta) pursuant to Section 4, if the Company shall promptly thereafter cause to be given to pay any dividends or make any distribution upon the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth otherwise than in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends cash or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) if there shall be any capital reorganization of the CompanyCompany in which the Company is not the surviving entity, or reclassification or recapitalization of the capital stock of the Company, consolidation or merger of the Company with or any into another corporation, sale, lease or other transfer of all or substantially all of the property and assets or business of the Company toCompany, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company, then and in each such event event, the Company will give shall cause to be mailed to the Holder Holder, at least twenty (20) days prior to the relevant date described below (or such shorter period as is reasonably possible if twenty days is not reasonably possible), a written notice specifying, as containing a description of the case may proposed action and stating the date or expected date on which a record of the Company's stockholders is to be (i) the record date taken for the purpose of any such dividend, distributiondistribution of rights, 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, transferreorganization, consolidation, merger, conveyance, lease or transfer, dissolution, liquidation, liquidation or winding up is to take place place, the effect of the action, to the extent such effect may be known on the date of such notice, on the Exercise Price and the timekind and amount of shares of stock or other securities or property deliverable on the exercise of the Warrant, and the date or expected date, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) record shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any All such notice notices shall be given at least 10 days prior deemed to have been received (i) in the earliest case of personal delivery, on the date therein specifiedof such delivery, and (ii) in the case of mailing, on the fifth (5th) business day following the date of such mailing.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In 9.Xx the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter thereafter, but in no event later than ten (10) days after the event causing the adjustment has occurred, cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 76. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other rightright or to give effect to any split, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or personPerson, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of such split, dividend, distribution, or right, and stating the amount and character of such split, 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 5 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) Exercise Rate pursuant to Section 43(h) hereof, the Company Borrower shall promptly thereafter (i) cause to be given to prepared a certificate of a firm of independent public accountants of recognized standing selected by Borrower (who may be the Holder written notice regular auditors of such adjustment. Such notice shall include Borrower) setting forth the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) Exercise Rate after such adjustment, adjustment and shall set setting forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were basedare based and setting forth the number of shares (or portion thereof) issuable after such adjustment in the Exercise Rate, upon conversion of this Note, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to the holder of this Note at such holder's address appearing on the Note register written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice shall may be given in advance and included as a part of any the notice required to be given mailed under the other provisions of this Section 73(j). 11 In the event of event: (ai) any fixing by Borrower shall authorize the Company of a record date with respect issuance to the all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any class other subscription rights or warrants (other than rights, options or warrants issued to all holders of securities its Common Stock entitling them to subscribe for or purchase shares of Common Stock at a price per share not less than 94% (100% if a stand-by underwriter is used and charges Borrower commission) of the Company for Current Market Value); or (ii) Borrower shall authorize the purpose distribution to all holders of determining which shares of such holders are entitled to Common Stock of evidences of its indebtedness or assets (other than cash dividends or other distributions, cash distributions payable out of consolidated earnings or any rights to subscribe for, purchase earned surplus or otherwise acquire any dividends payable in shares of capital stock Common Stock or distributions referred to in subsection (i) of Section 3(h) hereof); or (iii) of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger to which Borrower is a party or of the Company with conveyance or into, any other entity or persontransfer of the properties and assets of Borrower substantially as an entirety, or of any reclassification or change of Common Stock issuable upon conversion of this Note (cother than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock; or (iv) any of the voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or rightBorrower; or (ii) 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, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.or

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any Notwithstanding anything else in this Section 7 to the contrary, however, if the date on which the Company is obliged to provide any notice hereunder to the Holders is prior to a public announcement relating to the events set forth and on such date the Company’s securities are traded or quoted on any recognized national securities exchange or quotation system, then such notice shall be given at least 10 days prior provided to each Holder simultaneously with the notice provided to the earliest date therein specifiedCompany’s common stockholders. Failure to give such notice, or any defect therein, shall not, however, affect the legality or validity of any such action.

Notices to Holder. Upon any adjustment of the Warrant Exercise Price (or number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Exercise Price (and/or the number of shares of Common Stock purchasable issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's ’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders Holder of any class of securities of the Company for the purpose of determining which of such holders Holder are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders Holder of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. WARRANT NO. 59 In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 46, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 78. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holder. Upon Nothing contained in this Agreement shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a shareholder in respect of any adjustment meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Warrant Price Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur (or number a) the Company shall take a record of the holders of its shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 7. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such holders are entitled to dividends dividend or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares distribution on the books of capital stock of any class or any other securities or property, or to receive any other right, the Company; or (b) the Company shall offer to all the holders of its Common Stock any capital reorganization additional shares of the Company, or reclassification or recapitalization of the capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any transfer option, right or warrant to subscribe therefor, including the occurrence of any of the events set forth in Section 7.2 hereof; or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events, the assets Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or business the date of closing the transfer books for the determination of the Company toshareholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, options or warrants, or consolidation or merger of the Company with or intoentitled to vote on such proposed dissolution, any other entity or personliquidation, or (c) any voluntary or involuntary dissolution or winding up or sale. Such notice shall specify such record date or the date of closing the Company, then and in each such event the Company will give the Holder a written notice specifyingtransfer books, as the case may be (i) be. Failure to give such notice or any defect therein shall not affect the record date for validity of any action taken in connection with the purpose declaration or payment of any such dividend, dividend or distribution, or rightthe issuance of any convertible or exchangeable securities or subscription rights, and stating the amount and character of such dividend, distributionoptions or warrants, or right; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, proposed dissolution, liquidation, or winding up is to take place and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specifiedsale.

Notices to Holder. Upon any adjustment of the Warrant Price (or number of shares of Common Stock purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holder written notice of such adjustment. Such notice shall include the Warrant Price (and/or the number of shares of Common Stock purchasable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company's method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 78. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, or (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holder a written notice specifying, as the case may be be, (i) the record date 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 and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.the