Common use of Notices to Holder Clause in Contracts

Notices to Holder. Upon any adjustment of the Exercise Price pursuant ----------------- to Section 6, the Company within 20 days thereafter shall cause to be given to the Holder pursuant to Section 11 hereof written notice of such adjustment, which notice shall set forth in a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7. In the event of any of the following: 7.1 the Company shall authorize the issuance of its holders of shares of Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or 7.2 the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding [$_________] per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or 7.3 any consolidation or merger to which the Company is a party and for which approval of any shareholder of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, en entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to $0.001 par value, or from $0.001 par value to par value, or as a result of a subdivision or combination); or 7.4 the voluntary or involuntary dissolution, liquidation or winding up of the Company; or 7.5 the Company proposes to take any action (other than actions of the character described in Subsection 6.1 except as required under Subsection 7.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; then the Company shall cause to be given to the Holder, at least 20 days (or ten days in any case specified in Subsections 7.1 and 7.2 above) prior to the applicable record date hereinafter specified, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, warrants, or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of which it is that holders of record of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up. The failure to give the notice required by this Section 7 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, merger, dissolution, liquidation, or winding up, or the vote upon any such action.

Notices to Holder. (a) Upon any adjustment of the Exercise Price pursuant ----------------- to Section 69 hereof, the Company within 20 days thereafter shall cause to be given to the Holder pursuant to Section 11 hereof give prompt written notice of such adjustment to the Holder at its address appearing on the records of the Company within ten days after such adjustment, which notice by first class mail, postage prepaid, and shall set deliver to the Holder a certificate of the Chief Financial Officer of the Company, accompanied by the report thereon by a firm of independent public accountants selected by the Board of Directors of the Company (who may be the regular accountants for the Company), setting forth in reasonable detail (i) the number of Warrant Shares purchasable upon the exercise of the Warrant and the Exercise Price of the Warrant after such adjustment(s), (ii) a brief statement of the facts requiring such adjustment adjustment(s) and setting forth (iii) the computation by which such adjustment adjustment(s) was made. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7. 11. (b) In the event of any of the followingcase: 7.1 (i) the Company shall authorize proposes to take any action that would require an adjustment to the issuance of its holders of shares of Common Stock of rights Exercise Rate or warrants the Exercise Price pursuant to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrantsSection 9 hereof; or 7.2 the Company shall authorize the distribution to all holders (ii) of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding [$_________] per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or 7.3 any consolidation or merger to which the Company is a party and for which approval of any shareholder stockholders of the Company is required, or of the sale, lease, exchange, conveyance or transfer of the properties and assets of the Company as, or substantially as, en as an entirety, or of any reclassification or change of outstanding shares of Class A Common Stock issuable upon exercise of this Warrant the Warrants (other than a change in par value, or from par value to $0.001 no par value, or from $0.001 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 Class A Common Stock; or 7.4 (iii) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or 7.5 the Company proposes to take any action (other than actions of the character described in Subsection 6.1 except as required under Subsection 7.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; then the Company shall cause to be given give prompt written notice to the HolderHolder at its address appearing on the records of the Company, at least 20 days (or ten 10 days in any case specified in Subsections 7.1 and 7.2 clause (a) above) prior to the applicable record date hereinafter specified, a written notice or the date of the event in the case of events for which there is no record date, by first-class mail, postage prepaid, stating (i) the date as of which the holders of record of shares of Class A Common Stock to be entitled to receive any such rights, warrantsoptions, warrants or distribution are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Class A Common Stock, or (iii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, liquidation or winding up is expected to become effectiveeffective or be consummated, and the date as of which it is expected that holders of record of shares of Class A Common Stock shall be entitled to exchange their such shares of Common Stock for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, liquidation or winding up. The failure by the Company to give the such notice required by this Section 7 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, mergertransfer, dissolution, liquidation, liquidation or winding up, or the vote upon any such action.

Notices to Holder. Upon any adjustment of the Exercise Price pursuant ----------------- to Section 6, the Company within 20 days thereafter shall cause to be given to the Holder pursuant to Section 11 hereof written notice of such adjustment, which notice shall set forth in a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7. In the event of any of the following: 7.1 the Company shall authorize the issuance of to its holders of shares of Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or 7.2 the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding [$_____$ ____] per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or 7.3 any consolidation or merger to which the Company is a party and for which approval of any shareholder of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, en an entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to $0.001 no par value, or from $0.001 no par value to par value, or as a result of a subdivision or combination); or 7.4 the voluntary or involuntary dissolution, liquidation or winding up of the Company; or 7.5 the Company proposes to take any action (other than actions of the character described in Subsection 6.1 except as required under Subsection 7.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; then the Company shall cause to be given to the Holder, at least 20 days (or ten days in any case specified in Subsections 7.1 and or 7.2 above) prior to the applicable record date hereinafter specified, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, warrants, or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of which it is that holders of record of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up. The failure to give the notice required by this Section 7 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, merger, dissolution, liquidation, or winding up, or the vote upon any such action.

Notices to Holder. Upon any adjustment of the Exercise Price pursuant ----------------- to Section 69 hereof, the Company within 20 days thereafter shall cause to be given to the Holder pursuant to Section 11 hereof give prompt written notice of such adjustment to the Holder at its address appearing on the records of the Company within ten days after such adjustment, which notice by first class mail, postage prepaid, and shall set deliver to the Holder a certificate of the Chief Financial Officer of the Company, accompanied by the report thereon by a firm of independent public accountants selected by the Board of Directors of the Company (who may be the regular accountants for the Company), setting forth in reasonable detail (i) the number of Warrant Shares purchasable upon the exercise of the Warrant and the Exercise Price of the Warrant after such adjustment(s), (ii) a brief statement of the facts requiring such adjustment adjustment(s) and setting forth (iii) the computation by which such adjustment adjustment(s) was made. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 711. In the event of any of the followingcase: 7.1 (a) the Company shall authorize proposes to take any action that would require an adjustment to the issuance of its holders of shares of Common Stock of rights Exercise Rate or warrants the Exercise Price pursuant to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrantsSection 9 hereof; or 7.2 the Company shall authorize the distribution to all holders (b) of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding [$_________] per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or 7.3 any consolidation or merger to which the Company is a party and for which approval of any shareholder stockholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, en as an entirety, or of any reclassification or change of outstanding shares of Class A Common Stock issuable upon exercise of this Warrant the Warrants (other than a change in par value, or from par value to $0.001 no par value, or from $0.001 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 Class A Common Stock; or 7.4 (c) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or 7.5 the Company proposes to take any action (other than actions of the character described in Subsection 6.1 except as required under Subsection 7.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; then the Company shall cause to be given give prompt written notice to the HolderHolder at its address appearing on the records of the Company, at least 20 30 days (or ten 20 days in any case specified in Subsections 7.1 and 7.2 clause (a) above) prior to the applicable record date hereinafter specified, a written notice or the date of the event in the case of events for which there is no record date, by first-class mail, postage prepaid, stating (i) the date as of which the holders of record of shares of Class A Common Stock to be entitled to receive any such rights, warrantsoptions, warrants or distribution are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for shares of Class A Common Stock, or (iii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, liquidation or winding up is expected to become effectiveeffective or be consummated, and the date as of which it is expected that holders of record of shares of Class A Common Stock shall be entitled to exchange their such shares of Common Stock for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, liquidation or winding up. The failure by the Company to give the such notice required by this Section 7 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, mergertransfer, dissolution, liquidation, liquidation or winding up, or the vote upon any action. The Company shall give prompt written notice to the Holder of any determination to make a distribution or dividend to the holders of its Class A Common Stock of any assets (including cash), debt securities, preferred stock, or any rights or warrants to purchase debt securities, preferred stock, assets or other securities (other than Class A Common Stock, or rights, options, or warrants to purchase Class A Common Stock) of the Company, which notice shall state the nature and amount of such actionplanned dividend or distribution and the record date therefor, and shall be received by the Holder at least 30 days prior to such record date therefor. Nothing contained in this Warrant Certificate shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of Directors of the Company or any other matter, or any rights whatsoever as shareholders of the Company.

Notices to Holder. Upon any adjustment of the Exercise Price pursuant ----------------- to Section 6, the Company within 20 days thereafter shall cause to be given to the Holder pursuant to Section 11 hereof written notice of such adjustment, which notice shall set forth in a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7. In the event of any of the following: : 7.1 the Company shall authorize the issuance of to its holders of shares of Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or or 7.2 the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding [$_____$ ____] per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or or 7.3 any consolidation or merger to which the Company is a party and for which approval of any shareholder of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, en an entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to $0.001 no par value, or from $0.001 no par value to par value, or as a result of a subdivision or combination); or or 7.4 the voluntary or involuntary dissolution, liquidation or winding up of the Company; or or 7.5 the Company proposes to take any action (other than actions of the character described in Subsection 6.1 except as required under Subsection 7.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; then the Company shall cause to be given to the Holder, at least 20 days (or ten days in any case specified in Subsections 7.1 and or 7.2 above) prior to the applicable record date hereinafter specified, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, warrants, or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of which it is that holders of record of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up. The failure to give the notice required by this Section 7 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, merger, dissolution, liquidation, or winding up, or the vote upon any such action.

Notices to Holder. Upon any adjustment of the Exercise Price pursuant ----------------- to Section 65, the Company within 20 days thereafter shall cause to be given to the Holder pursuant to Section 11 hereof written notice of such adjustment, which notice shall set forth in a brief statement of the facts requiring such adjustment and setting set forth the computation by which such adjustment was made. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 76. In the event of any of the following: 7.1 6.1 the Company shall authorize the issuance of to its holders of shares of Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or 7.2 6.2 the Company shall authorize the distribution to all holders of 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 7.3 6.3 any consolidation or merger to which the Company is a party and for which approval of any shareholder of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, en an entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to $0.001 no par value, or from $0.001 no par value to par value, or as a result of a subdivision or combination); or 7.4 6.4 the voluntary or involuntary dissolution, liquidation or winding up of the Company; or 7.5 6.5 the Company proposes to take any action (other than actions of the character described in Subsection 6.1 5.1 except as required under Subsection 7.3 6.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; then the Company shall cause to be given to the Holder, at least 20 days (or ten days in any case specified in Subsections 7.1 and 7.2 above) prior to the applicable record date hereinafter specified, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, warrants, or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of which it is that holders of record of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up. The failure to give the notice required by this Section 7 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, merger, dissolution, liquidation, or winding up, or the vote upon any such action.5;

Notices to Holder. Upon any adjustment of the Exercise Price pursuant ----------------- to Section 6, the Company within 20 days thereafter shall cause to be given to the Holder pursuant to Section 11 hereof written notice of such adjustment, which notice shall set forth in a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7. In the event of any of the following: 7.1 the Company shall authorize the issuance of its holders of shares of Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or 7.2 the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding [$_________] per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or 7.3 any consolidation or merger to which the Company is a party and for which approval of any shareholder of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, en entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to $0.001 no par value, or from $0.001 no par value to par value, or as a result of a subdivision or combination); or 7.4 the voluntary or involuntary dissolution, liquidation or winding up of the Company; or 7.5 the Company proposes to take any action (other than actions of the character described in Subsection 6.1 except as required under Subsection 7.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; then the Company shall cause to be given to the Holder, at least 20 days (or ten days in any case specified in Subsections 7.1 and 7.2 above) prior to the applicable record date hereinafter specified, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, warrants, or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of which it is that holders of record of shares of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up. The failure to give the notice required by this Section 7 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, merger, dissolution, liquidation, or winding up, or the vote upon any such action.

Notices to Holder. Upon Except as provided in Section 5(o) (Fundamental Transactions) with respect to Specified Fundamental Transaction Notice Procedures, upon any adjustment of (i) the CVR Number, (ii) the Exercise Price pursuant ----------------- to Section 6Price, and/or (iii) the Company within 20 days thereafter shall cause to number or amount, as applicable, and type, of securities, or other property that may be given to issued upon Equity Settlement in connection with the Holder exercise of a CVR pursuant to Section 11 hereof written notice 5(p), the Company, within five (5) Business Days thereafter, shall (x) prepare a certificate signed by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, which notice shall set forth in a brief statement of the facts requiring such adjustment and setting forth in reasonable detail the computation by method of calculation and the facts upon which such adjustment was made, and (y) give the Holder a copy of such certificate at the Holder’s address appearing on the Holder’s signature page below. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 78. In the event of any of the followingIf: 7.1 (i) the Company proposes to take any action that would require an adjustment pursuant to Section 5 hereof (unless no adjustment is required pursuant to Section 5(l) hereof); (ii) there shall authorize the issuance of its holders of shares of Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or 7.2 the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding [$_________] per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or 7.3 any consolidation or merger to which the Company is be a party and for which approval of any shareholder of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, en entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to $0.001 par value, or from $0.001 par value to par value, or as a result of a subdivision or combination); or 7.4 the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an entirety); or 7.5 (iii) the Company proposes provides any notices to take any action (other than actions holders of the character described in Subsection 6.1 except as required under Subsection 7.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; its Ordinary Shares, then the Company shall cause give notice to the Holder at the Holder’s address appearing on the Holder’s signature page below, such giving of notice to be given completed at least ten (10) Business Days prior to the Holder, at least 20 days effective date of such action (or ten days in any case specified in Subsections 7.1 and 7.2 above) prior to the applicable record date hereinafter specifiedfor such action if earlier), or, in the case of clause (iii), at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii), any notice that is made publicly available via the SEC’s EXXXX filing system, the Company’s website or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 8. Such notice shall specify, as applicable, the proposed effective date of such action and the record date and the material terms of such action. Upon the receipt of a Holder’s CVR Exercise Notice, the Company shall promptly acknowledge receipt thereof. The Company shall calculate the Market Price of the Ordinary Shares within three (3) Business Days of receiving the CVR Exercise Notice, unless the Market Price is determined pursuant to clause (y) of the definition thereof or clause (b) of the last proviso thereof, in which case the Company shall calculate the Market Price within ten (10) Business Days of receiving the CVR Exercise Notice. The Company shall deliver a written notice stating to the Holder setting forth the Market Price of the Ordinary Shares (ithe “Market Price Notice”) by a method chosen by the date as of which the holders of record of shares of Common Stock Company to be entitled to receive any reasonably ensure that such rights, warrants, or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of which it is that holders of record of shares of Common Stock notice shall be entitled to exchange their shares of Common Stock for securities or other propertyactually received by the Holder as promptly as practicable, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding upbut in no event later than five (5) Business Days after it has calculated the Market Price. The failure to give the notice required by this Section 7 8 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, consolidation, merger, conveyance, merger, dissolution, liquidation, liquidation or winding up, up or the vote upon or any such actionother action taken in connection therewith.

Notices to Holder. Upon Except as provided in Section 5(o) (Fundamental Transactions) with respect to Specified Fundamental Transaction Notice Procedures, upon any adjustment of (i) the CVR Number, (ii) the Exercise Price pursuant ----------------- to Section 6Price, and/or (iii) the Company within 20 days thereafter shall cause to number or amount, as applicable, and type, of securities, or other property that may be given to issued upon Equity Settlement in connection with the Holder exercise of a CVR pursuant to Section 11 hereof written notice 5(p), the Company, within five (5) Business Days thereafter, shall (x) prepare a certificate signed by an Appropriate Officer of the Company setting forth the event giving rise to such adjustment, which notice shall set forth in a brief statement of the facts requiring such adjustment and setting forth in reasonable detail the computation by method of calculation and the facts upon which such adjustment was made, and (y) give the Holder a copy of such certificate at the Holder’s address appearing on the Holder’s signature page below. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 78. In the event of any of the followingIf: 7.1 (i) the Company proposes to take any action that would require an adjustment pursuant to Section 5 hereof (unless no adjustment is required pursuant to Section 5(l) hereof); (ii) there shall authorize the issuance of its holders of shares of Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or 7.2 the Company shall authorize the distribution to all holders of shares of Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding [$_________] per share of Common Stock payable during any three-month period or distributions or dividends payable in shares of Common Stock); or 7.3 any consolidation or merger to which the Company is be a party and for which approval of any shareholder of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, en entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value, or from par value to $0.001 par value, or from $0.001 par value to par value, or as a result of a subdivision or combination); or 7.4 the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany (other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an entirety); or 7.5 (iii) the Company proposes provides any notices to take any action (other than actions holders of the character described in Subsection 6.1 except as required under Subsection 7.3 above) which would require an adjustment of the Exercise Price pursuant to Section 6; its Ordinary Shares, then the Company shall cause give notice to the Holder at the Holder’s address appearing on the Holder’s signature page below, such giving of notice to be given completed at least ten (10) Business Days prior to the Holder, at least 20 days effective date of such action (or ten days in any case specified in Subsections 7.1 and 7.2 above) prior to the applicable record date hereinafter specifiedfor such action if earlier), or, in the case of clause (iii), at such time as such notices are provided to holders of Ordinary Shares; provided that in the case of clause (iii), any notice that is made publicly available via the SEC’s XXXXX filing system, the Company’s website or is otherwise made publicly available will be deemed to have been provided in accordance with this Section 8. Such notice shall specify, as applicable, the proposed effective date of such action and the record date and the material terms of such action. Upon the receipt of a Holder’s CVR Exercise Notice, the Company shall promptly acknowledge receipt thereof. The Company shall calculate the Market Price of the Ordinary Shares within three (3) Business Days of receiving the CVR Exercise Notice, unless the Market Price is determined pursuant to clause (y) of the definition thereof or clause (b) of the last proviso thereof, in which case the Company shall calculate the Market Price within ten (10) Business Days of receiving the CVR Exercise Notice. The Company shall deliver a written notice stating to the Holder setting forth the Market Price of the Ordinary Shares (ithe “Market Price Notice”) by a method chosen by the date as of which the holders of record of shares of Common Stock Company to be entitled to receive any reasonably ensure that such rights, warrants, or distribution are to be determined, or (ii) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of which it is that holders of record of shares of Common Stock notice shall be entitled to exchange their shares of Common Stock for securities or other propertyactually received by the Holder as promptly as practicable, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding upbut in no event later than five (5) Business Days after it has calculated the Market Price. The failure to give the notice required by this Section 7 8 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, consolidation, merger, conveyance, merger, dissolution, liquidation, liquidation or winding up, up or the vote upon or any such actionother action taken in connection therewith.