Common use of Notices to Holders Clause in Contracts

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock 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 9. 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 Holders 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 Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock 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 97. 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 Holders 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 Holders. Upon Nothing contained in this Agreement shall be construed as conferring upon the Holders the right to receive dividends or to vote or to consent or to receive notice as a stockholder with respect to any adjustment meetings of stockholders for the election of directors or any other matter or as having any rights whatsoever as a stockholder of the Exercise 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 set a record date for the purpose of entitling holders of shares of Common Stock issuable upon 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 exercise accounting treatment of this Warrantsuch dividend or distribution on the books of the Company; (b) pursuant to Section 4, the Company shall promptly thereafter cause offer to be given to all the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number holders of shares of Common Stock 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 9. 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 additional 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 securities convertible into or exchangeable for shares of capital stock of the Company, or any transfer option, right or warrant to subscribe therefor; 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 to each Holder at least 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 tostockholders entitled to such dividend, distribution or offer, 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 Holders a written notice specifyingtransfer books, 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 be. Failure 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 give such notice or any defect therein shall be given at least 10 days prior to not affect the earliest date therein specifiedvalidity of any action taken in connection with any of the events described in this Section 13.

Notices to Holders. Upon Nothing contained in this Agreement shall be construed as conferring upon the Holders the right to receive dividends or to vote or to consent or to receive notice as a stockholder with respect to any adjustment meetings of stockholders for the election of directors or any other matter or as having any rights whatsoever as a stockholder of the Exercise 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 set a record date for the purpose of entitling holders of shares of Common Stock issuable upon 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 exercise accounting treatment of this Warrantsuch dividend or distribution on the books of the Company; (b) pursuant to Section 4, the Company shall promptly thereafter cause offer to be given to all the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number holders of shares of Common Stock 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 9. 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 additional 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 securities convertible into or exchangeable for shares of capital stock of the Company, or any transfer option, right or warrant to subscribe therefor; 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 to each Holder at least 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 tostockholders entitled to such dividend, distribution or offer, 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 Holders a written notice specifyingtransfer books, 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 be. Failure 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 give such notice or any defect therein shall be given at least 10 days prior to not affect the earliest date therein specifiedvalidity of any action taken in connection with any of the events described in this Section 12.

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 48 hereof, the Company shall promptly thereafter (a) cause to be given to filed with the Holders written notice Company a certificate signed by the principal financial officer of such adjustment. Such notice shall include the Exercise Price (and/or Company setting forth the number of shares of Common Stock issuable upon the exercise of this Warrant) Warrant Number 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 are based, and (b) cause to be given to each of the Holders at its address appearing on the Warrant Register written notice of such adjustments. 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 9. In the event of case: (ai) any fixing by the Company of a record date with respect shall authorize the 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; (ii) the Company shall authorize the distribution to all holders of securities shares of Common Stock of assets, including cash, evidences of its indebtedness, or other securities; (iii) of any consolidation or merger to which the Company is a party and for which approval of any stockholders 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 of the capital stock of the Company or any transfer of all or substantially all of the properties and assets or business of the Company toCompany, 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; or (civ) 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 shall cause to be given to each of the Holders at its address appearing on the Warrant Register, at least 15 days prior to the applicable record date hereinafter specified, or the date of the event in the case of events for which there is no record date, in accordance with the provisions of Section 13, 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 (iiA) 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, or (B) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (C) the date on which any such capital stock 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 eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any such The failure to give the notice required by this Section 9 or any defect therein shall be given at least 10 days prior to not affect the earliest date therein specifiedlegality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Holders. Upon any (a) After each adjustment of the Exercise Price or the amount of Warrant Shares purchasable upon exercise of Warrants pursuant to Section 12, the Company will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company setting forth: (or number i) the Exercise Price, as so adjusted; (ii) the amount of Warrant Shares purchasable upon exercise of this Warrant after such adjustment; and (iii) a brief statement of the facts accounting for such adjustment. The Company will promptly file such certificate with its records and cause a brief summary thereof to be delivered to each Holder. (b) In the event: (i) that the Company shall authorize the issuance to holders of shares of Common Stock issuable upon the exercise of this Warrantrights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; (ii) pursuant to Section 4, that the Company shall promptly thereafter cause authorize the distribution to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number holders of shares of Common Stock of cash, evidences of its indebtedness or assets; (iii) of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon the exercise of this Warrant) after such adjustmentthe Warrants (other than a change in par value, and shall set forth in reasonable detail the Company’s method of calculation and the facts upon which such calculations were based. Where appropriateor from par value to no par value, such notice shall be given in advance and included or from no par value to par value, or as a part result of any notice required to be given under the other provisions of this Section 9. In the event of (a) any fixing a subdivision or combination), or a tender offer or exchange offer by the Company for shares of a record date with respect to the holders of any class of securities Common Stock; (iv) 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 dissolution, liquidation or winding up of the Company, then and in each such event ; or (v) that the Company will give proposes to take any action which would require an adjustment of the Holders a written notice specifyingExercise Price pursuant to Section 12; then the Company shall cause to be delivered to the Holder, as at least fifteen (15) days prior to the applicable record date hereinafter specified, or promptly in the case may be of events for which there is no record date, a notice 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 (iix) 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, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (z) the date on which any such capital stock 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 eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any such The failure to give the notice required by this Section 14 or any defect therein shall be given at least 10 days prior to not affect the earliest date therein specifiedlegality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 410 hereof, the Company QES shall promptly thereafter (i) cause to be given to filed with QES a certificate of an officer of QES (or its general partner) setting forth the Holders written notice of such adjustment. Such notice shall include the Warrant Number and Exercise Price (and/or the number of shares of Common Stock issuable 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 are based, and (ii) cause to be given to each of the Holders at its address appearing on the Warrant Register written notice of such adjustments. 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 912. In the event of case: (a) any fixing by QES shall authorize the Company of a record date with respect issuance to the all holders of any class units or 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 units 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 right, warrants; (b) any capital reorganization QES shall authorize the distribution to all holders of the Companyunits or shares of Common Stock of assets, including cash, evidences of its indebtedness, or reclassification or recapitalization other securities; (c) 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 QES is a party and for which approval of any equityholders of QES is required, or of the Company with conveyance or into, any other entity or persontransfer of the properties and assets of QES substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (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 units or shares of Common Stock; (d) any of the voluntary or involuntary dissolution dissolution, liquidation or winding up of QES; or (e) QES proposes to take any action that would require an adjustment to the Company, Warrant Number or the Exercise Price pursuant to Section 10 hereof. then and in QES shall cause to be given to each such event the Company will give of the Holders at its address appearing on the Warrant Register, at least 20 days prior to the applicable record date hereinafter specified, or the date of the event in the case of events for which there is no record date, in accordance with the provisions of Section 13 hereof, 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 units or 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 units or shares of Common Stock, or (iii) the date on which any such capital stock 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 units or 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 eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any such The failure to give the notice required by this Section 12 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. Nothing contained in this Agreement or in any Warrant Certificate shall be given at least 10 days construed as conferring upon the Holders (prior to the earliest date therein specifiedexercise of such Warrants) the right to vote or to consent or to receive notice as an equityholder in respect of the meetings of equityholders or the election of members of the board of directors of QES (or its general partner) or any other matter, or any rights whatsoever as equityholders of QES; provided, however, that nothing in the foregoing provision is intended to detract from any rights explicitly granted to any Holder hereunder.

Notices to Holders. (a) Upon any adjustment of the Exercise Price (a Component Number or number any calculation of shares of Common Stock issuable upon the exercise of this Warrant) a Dilution Credit or Floor Debit pursuant to Section 49 or 10, the Company shall promptly thereafter promptly, but in any event within 10 days thereafter, cause to be given to each of the Holders written notice Holders, by registered mail, postage prepaid, a certificate signed by its chief financial officer setting forth the adjusted Component Number or any calculation of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, a Dilution Credit or Floor Debit and shall set forth describing in reasonable detail the Company’s facts accounting for such adjustment and the method of calculation and the facts upon which such calculations were basedused. 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 9. 12. (b) In the event of (ai) 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 dissolution, liquidation or winding up of any Purchaser Entity, (ii) any Purchaser Entity takes any action which would require an adjustment to any Component Number or the Companycalculation of any Dilution Credit or Floor Debit pursuant to Section 9 or 10, (iii) any Purchaser Entity authorizes the issuance of subscription rights or warrants or a dividend or other distribution, (iv) any Purchaser Entity is party to a consolidation or merger for which approval is required from its stockholders, (v) any Purchaser Entity conveys or transfers assets substantially as an entirety, or (vi) any Purchaser Entity reorganizes its capital structure or reclassifies its common stock, then and in each such event the Company will give shall cause to be given to each of the Holders Holders, at least 10 days prior to any applicable record date, by telephonic notice to the Chief Financial Officer of TWI, as well as by registered mail, postage prepaid, 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 reorganizationevent or other action is expected to become effective and stating that such notice is an advance notice pursuant to this Section 12. In the event any Purchaser Entity (a) files a registration statement with respect to a public offering of its common stock or (b) enters into a sale agreement for the sale for cash to a third party of a majority of any class of Components, reclassificationthen and in each such event the Company shall cause to be given to each of the Holders prompt advance telephone notice to the Chief Financial Officer of TWI, recapitalizationas well as written notice by registered mail, transferpostage prepaid to all Holders, describing all public material terms of such Qualified Public Offering or sale, stating that such notice is an advance notice pursuant to this Section 12 for the purpose of evaluating a conditional exercise of the warrants pursuant to Section 5(b). (c) The Warrant Holders shall in any event be promptly provided with all historical periodic financial information provided by the Company to any or all of the Investors in their capacity as shareholders of Capital Stock pursuant to any contractual requirement, subject to reasonable and appropriate confidentiality provisions. (d) The failure to give the notice required by this Section 12 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidationliquidation or winding up, or winding up is to take place and the time, if vote upon 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 specifiedaction.

Notices to Holders. Upon In case, at any adjustment of time or from time to time: (1) the Exercise Price (or number Company shall authorize the issuance to all holders of shares of Common Stock issuable upon the exercise of this Warrantrights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or (2) pursuant to Section 4, the Company shall promptly thereafter authorize the distribution to all holders of shares of Common Stock of securities or assets or cash; or (3) of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance or transfer of a substantial portion of the assets of the Company for which approval of any shareholders of the Company is required, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants (other 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 (4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (5) the Company takes any significant action toward a public offering or sale of shares of Common Stock (including, without limitation, the engagement of an investment banking firm, underwriter or other consultant); or (6) the Company receives a notice from any holder of its other equity securities that such holder desires to exercise its right to "put" such securities so held back to the Company; then the Company shall cause to be given to the Holders written notice of Holder at its address appearing hereon, at least ten (10) Business Days prior to the applicable record date hereinafter specified or the date on which a registration statement relating to such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock 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 public offering is to be given under filed with the other provisions of this Section 9. In Securities and Exchange Commission (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"SEC"), or any rights to subscribe forpromptly in the case of events for which there is no record date, purchase or otherwise acquire any shares of capital stock of any by first class or any other securities or propertymail, or to receive any other rightpostage prepaid, (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 Holders 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 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, (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, as well as 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 reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up, (iv) that the Company intends to proceed with a public offering and notifying the Holder of the date such notice shall registration statement is scheduled to be given at least 10 days prior filed with the SEC, or (v) the date on which the purchase of shares by the Company is to be effected pursuant to the earliest date exercise of such a put option, together with, in such case, an officer's certificate stating whether the Company has sufficient funds legally available to it to make the purchase required in connection with such exercise, and describing in sufficient detail the calculations made by the Company in making such statement. The failure to give the notice required by this Section 8(f) or any defect therein specifiedshall not affect the legality or validity of any distribution, right, option, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding up or action, or the vote upon any of the foregoing.

Notices to Holders. Upon In case at any adjustment of time the Exercise Price Company proposes: (or number of shares of i) to declare any dividend upon its Common Stock issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, and shall set forth payable 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 capital stock or make any notice required to be given under the dividend or other provisions of this Section 9. In the event of (a) any fixing by the Company of a record date with respect distribution to the holders of any class of securities its Common Stock; (ii) to offer for subscription pro rata to all of the Company for the purpose holders of determining which of such holders are entitled to dividends or other distributions, or its Common Stock any rights to subscribe for, purchase or otherwise acquire any additional shares of capital stock of any class or any other securities or property, or rights; (iii) to receive any other right, (b) effect any capital reorganization of the Companyreorganization, or reclassification or recapitalization of the capital stock of the Company, or consolidation, merger or share exchange of the Company with another Person, or any sale, transfer or other disposition 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 its assets; or (civ) any to effect a voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company, then and then, in each any one or more of such event cases, the Company will shall give the Holders a Holder hereof (a) at least 20 days' (but not more than 90 days') prior 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 the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of such issuance, recapitalization, reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyanceshare exchange, sale, transfer, disposition, dissolution, liquidation, liquidation or winding up is to up, and (b) in the case of any such issuance, recapitalization, reorganization, reclassification, consolidation, merger, share exchange, sale, transfer, disposition, dissolution, liquidation or winding up, at least 20 days' (but not more than 90 days') prior written notice of the date when the same shall take place and place. Such notice in accordance with the timeforegoing clause (a) shall also specify, if in the case of any is to be fixedsuch dividend, as of distribution or subscription rights, the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock (or such 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) Stock, as the case may be, for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to reorganization, reclassification, consolidation, merger, share exchange, sale, transfer, disposition, dissolution, liquidation or winding up, as the earliest date therein specifiedcase may be.

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 4, In case the Company shall promptly thereafter cause propose (i) to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, and shall set forth pay any dividend payable 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 stock of any notice required to be given under the other provisions of this Section 9. In the event of (a) any fixing by the Company of a record date with respect class to the holders of its Common Stock or to make any class other distribution to the holders of securities its Common Stock for which an adjustment is required to be made pursuant to Article 5; (ii) to offer to the holders of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any its Common Stock rights to subscribe for, for or to purchase any Convertible Securities or otherwise acquire any Additional Shares of Common Stock or shares of capital stock of any class or any other securities securities, rights or property, or options; (iii) to receive effect any other right, reclassification of its Common Stock; (biv) to effect any capital reorganization of the Companyreorganization; (v) to effect any self-tender offer, consolidation, merger or reclassification sale, transfer or recapitalization of the capital stock of the Company or any transfer other disposition of all or substantially all of the its property, assets or business of business; (vi) to effect the Company toliquidation, 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; (vii) to hold an annual, then regular or special meeting of the holders of its Common Stock (a “Stockholders’ Meeting”), then, and in each such event case, the Company will shall give to each Holder of a Warrant Certificate, in accordance with Section 10.5, a notice of such proposed action. Such notice shall specify the Holders date on which a written notice specifying, as the case may record is to be (i) the record date taken for the purpose purposes of such dividend, distribution, distribution or right, and stating the amount and character of such dividend, distribution, rights or right; or (ii) the date on which any such reclassification, reorganization, reclassification, recapitalization, transferself-tender offer, consolidation, merger, conveyancesale, dissolutiontransfer, disposition, liquidation, dissolution or winding up is to take place become effective and the timedate of participation therein by the holders of Common Stock, if any such date 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 Such notice shall be given in the case of any action covered by clause (i) or (ii) above, at least 10 20 days prior to the earliest record date for determining holders of the Common Stock for purposes of such action and, in the case of any action covered by clauses (iii) through (vii), at least 20 days prior to the date of the taking of such proposed action or the date of participation therein specifiedby the holders of Common Stock, whichever shall be the earlier. The Company will allow each Holder of Warrant Certificates to attend any Stockholders’ Meeting held prior to the Expiration Date. If the Company fails to give such notices at such times, the Expiration Date shall be extended for such time as may be necessary or appropriate to allow any Holder to make any desired transfers of the Warrants and/or to exercise the Warrants.

Notices to Holders. Upon any (a) After each adjustment of the Exercise Price or the amount of Warrant Shares purchasable upon exercise of Warrants pursuant to Section 10, the Company will promptly prepare a certificate signed by the Chairman or President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company setting forth: (or number i) the Exercise Price, as so adjusted; (ii) the amount of Warrant Shares purchasable upon exercise of this Warrant after such adjustment; and (iii) a brief statement of the facts accounting for such adjustment. The Company will promptly file such certificate with its records and cause a brief summary thereof to be delivered to each Holder. (b) In the event: (i) that the Company shall authorize the issuance to holders of shares of Common Stock issuable upon the exercise of this Warrantrights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; (ii) pursuant to Section 4, that the Company shall promptly thereafter cause authorize the distribution to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number holders of shares of Common Stock of cash, evidences of its indebtedness or assets; (iii) of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon the exercise of this Warrant) after such adjustmentthe Warrants (other than a change in par value, and shall set forth in reasonable detail the Company’s method of calculation and the facts upon which such calculations were based. Where appropriateor from par value to no par value, such notice shall be given in advance and included or from no par value to par value, or as a part result of any notice required to be given under the other provisions of this Section 9. In the event of (a) any fixing a subdivision or combination), or a tender offer or exchange offer by the Company for shares of a record date with respect to the holders of any class of securities Common Stock; (iv) 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 dissolution, liquidation or winding up of the Company, then and in each such event ; or (v) that the Company will give proposes to take any action which would require an adjustment of the Holders a written notice specifyingExercise Price pursuant to Section 10; then the Company shall cause to be delivered to the Holder, as at least fifteen (15) days prior to the applicable record date hereinafter specified, or promptly in the case may be of events for which there is no record date, a notice 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 (iix) 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, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (z) the date on which any such capital stock 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 eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any such The failure to give the notice required by this Section 11 or any defect therein shall be given at least 10 days prior to not affect the earliest date therein specifiedlegality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Holders. Upon any adjustment of the Exercise Price If (or number of shares of Common Stock issuable 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 each of the registered Holders written notice in accordance with the provisions of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustmentSection 21 hereof, 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 9. 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 Holders a written notice specifyingtransfer books, as the case may be (i) be. Failure to give the record date for notice required by this Section 15 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 Holders. Upon In case: ------------------ (a) the Company shall authorize the issuance to any adjustment of the Exercise Price (or number holders of shares of Common Stock issuable upon of Options to purchase shares of Common Stock of the exercise of this WarrantCompany or any other similar subscription rights; or (b) pursuant to Section 4, the Company shall promptly thereafter cause authorize a dividend or the distribution to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number all holders of shares of Common Stock issuable upon the exercise of this Warrantevidences of its indebtedness or assets (including distributions payable in shares of Common Stock and cash dividends or distributions, other than cash dividends consistent with past practice); or (c) 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 consolidation or merger to be given under the other provisions of this Section 9. In the event of (a) any fixing by which the Company of is a record date with respect to the holders party and for which approval of any class of securities shareholders 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 of the capital stock of the Company or any transfer of all or substantially all of the properties and assets or business of the Company toCompany, or consolidation of a capital reorganization or merger reclassification or change of the Company with or into, any other entity or person, or shares of Common Stock; or (cd) any of the voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company, then and in each such event ; or (e) the Company will give proposes to take any other action which would require an adjustment of the Holders a written number of Warrant Shares issuable upon exercise of the Warrants or an adjustment of the Exercise Price pursuant to Section 14; then the Company shall cause notice specifyingto be given to each Holder of shares of Common Stock at its address appearing on the Register, as at least 30 calendar days prior to the case may be applicable record or effective date specified. Such notice shall state (i) the date as of which the holders of record date for the purpose of shares of Common Stock to be entitled to receive any such dividend, distributionrights, warrants or rightdistribution are to be determined, 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, transfer, dissolution, liquidation, or winding up or other action is expected to take place and the timebecome effective, and, if any is to be fixedapplicable, the date as of which the it is expected that holders of record of shares 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 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 Holders. (a) Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 412, the Company Issuer shall promptly thereafter promptly, but in any event within 20 calendar days thereafter, cause to be given to each Holder, at its address appearing on the Holders written notice of such adjustment. Such notice shall include Warrant Register, by first-class mail, postage prepaid, a certificate signed by its chief financial officer setting forth the Exercise Price (and/or as so adjusted and the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, each Warrant as so adjusted and shall set forth describing in reasonable detail the Company’s facts accounting for such adjustment and the method of calculation and the facts upon which such calculations were basedused. 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 9. 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, 13. (b) In the event: (i) the Issuer shall authorize the distribution to all holders of Common Stock of evidences of its indebtedness or assets (including, without limitation, cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends payable in Common Stock); or (ii) of any consolidation or merger to which the Issuer is a party and for which approval of any stockholders of the Issuer is required, or of the conveyance or transfer of the properties and assets of the Issuer substantially as an entirety, or of any capital reorganization of the Company, or reclassification or recapitalization change of the capital stock Common Stock (other 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 (iii) 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 dissolution, liquidation or winding up of the CompanyIssuer; or (iv) the Issuer proposes to take any other action which would require an adjustment of the Exercise Price pursuant to Section 12(c); then the Issuer shall cause to be given to each Holder at its address appearing on the Warrant Register, then and in each such event at least 20 calendar days prior to the Company will give the Holders applicable record date hereinafter specified by first-class mail, postage prepaid, 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 (iiA) 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 to be entitled to receive any such capital stock stock, rights, options, warrants or securities receivable upon distribution are to be determined, or (B) the exercise date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective, and the date as of this Warrant) which it is expected that holders of record of Common Stock shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property property, if any, deliverable upon such eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any The failure to given the notice required by this Section 13(b) or any defect therein shall not affect the legality or validity of any capital stock, right, option, warrant, distribution, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. (c) The Issuer shall furnish to each Holder: (i) as soon as available, but in any event within 90 calendar days after the end of each fiscal year of the Issuer, a copy of the report on Form 10-K (or its equivalent) for such notice fiscal year, which the Issuer shall be given at least 10 have filed with the Securities and Exchange Commission; (ii) as soon as available, but in any event not later than 45 calendar days prior to after the earliest date therein specifiedend of each of the first three calendar quarters, copies of the reports on Form 10-Q (or its equivalent) for such quarter, which the Issuer shall have filed with the Securities and Exchange Commission; and (iii) promptly upon the distribution thereof, a copy of the annual report of the Issuer for each year.

Notices to Holders. Upon any adjustment pursuant to Section 10 hereof, the Company shall give prompt written notice of such adjustment by first class mail, postage prepaid, to each Holder and shall deliver to each Holder a certificate of the Exercise Price Chief Financial Officer of the Company, setting forth in reasonable detail (or i) the number of shares of Common Stock issuable Warrant Shares purchasable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holders written notice of such adjustment. Such notice shall include each Warrant and the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) such Warrant after such adjustmentadjustment(s), and shall set forth in reasonable detail the Company’s method (ii) a brief statement of calculation and the facts upon requiring such adjustment(s) and (iii) the computation by which such calculations were basedadjustment(s) 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 under the other provisions of this Section 913. 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 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; or (b) the Company shall authorize the distribution to all holders of securities shares of Common Stock of evidences of its indebtedness or assets; or (c) of any consolidation or merger to which the Company is a party and for which approval of any shareholders 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 substantially as an entirety, or of any transfer reclassification or change of all or substantially all Common Stock issuable upon exercise of the assets Warrants (other than a change in par value, or business 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 (d) 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 dissolution, liquidation or winding up of the Company, then and in each such event ; or (e) the Company will proposes to take any action that would require an adjustment to the Exercise Rate pursuant to Section 10; then the Company shall give to each Holder at its address appearing on the Holders Warrant Register, at least 30 days (or 20 days in any case specified in clauses (a) or (b) above) prior to the applicable record date hereinafter specified, or the date of the event in the case of events for which there is no record date, by first-class mail, postage prepaid, 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, or (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 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 eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any The failure by the Company to give such notice or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. The Company shall give to each Holder written notice of any determination to make a distribution or dividend to the holders of any class of its 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 Common Stock, or rights, options, or warrants to purchase Common Stock) of the Company, which notice shall state the nature and amount of such planned dividend or distribution and the record date therefor, and shall be given received by the Holders at least 10 30 days prior to such record date therefor. Nothing contained in this Agreement or in any warrant certificate shall be construed as conferring upon the earliest date therein specifiedHolders 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 Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 410 hereof, the Company shall promptly thereafter (a) cause to be given to filed with the Holders written notice Company a certificate of such adjustment. Such notice shall include an officer of the Company setting forth the Warrant Number and Exercise Price (and/or the number of shares of Common Stock issuable 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 are based, and (b) cause to be given to each of the registered holders of the Warrant Certificates at his or its address appearing on the Warrant 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 912. In the event of case: (ai) any fixing by the Company of a record date with respect shall authorize the issuance to the all holders of Common Shares of rights, options or warrants to subscribe for or purchase Common Shares or of any class other subscription rights or warrants; or (ii) the Company shall authorize the distribution to all holders of securities Common Shares of assets, including cash, evidences of its indebtedness, or other securities; or (iii) of any consolidation or merger to which the Company is party and for which approval of any shareholders 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 substantially as an entirety, or of any transfer reclassification or change of all or substantially all Common Shares issuable upon exercise of the assets Warrants (other than a change in par value, or business 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 Common Shares; or (iv) 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 dissolution, liquidation or winding up of the Company, then and in each such event ; or (v) the Company will give proposes to take any action that would require an adjustment to the Warrant Number or the Exercise Price pursuant to Section 10; then the Company shall cause to be given to each of the registered Holders of the Warrant Certificates at his or its address appearing on the Warrant register, at least 30 days prior to the applicable record date hereinafter specified, or the date of the event in the case of events for which there is no record date, by first-class mail, postage prepaid, 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 Common Stock Shares to be entitled to receive any such rights, options, warrants or distribution are to be determined, or (ii) the initial expiration date set forth in any tender offer or exchange offer for Common Shares, or (iii) the date on which any such capital stock 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 Common Shares 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 eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any No such distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action, shall be affected unless and until such notice to the holders of Warrant Certificates has been given in a timely manner. Nothing contained in this Agreement or in any Warrant Certificate shall be given at least 10 days construed as conferring upon the Holders of Warrants (prior to the earliest date therein specifiedexercise of such Warrants) 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; provided, however, that nothing in the foregoing provision is intended to detract from any rights explicitly granted to any Holder hereunder.

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 4, In case the Company shall promptly thereafter cause propose (i) to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, and shall set forth pay any ------------------ dividend payable 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 stock of any notice required to be given under the other provisions of this Section 9. In the event of (a) any fixing by the Company of a record date with respect class to the holders of its Common Stock or to make any class other distribution to the holders of securities its Common Stock for which an adjustment is required to be made pursuant to Article 5; (ii) to offer to the holders of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any its Common Stock rights to subscribe for, for or to purchase any Convertible Securities or otherwise acquire any Additional Shares of Common Stock or shares of capital stock of any class or any other securities securities, rights or property, or options; (iii) to receive effect any other right, reclassification of its Common Stock; (biv) to effect any capital reorganization of the Companyreorganization; (v) to effect any self-tender offer, consolidation, merger or reclassification sale, transfer or recapitalization of the capital stock of the Company or any transfer other disposition of all or substantially all of the its property, assets or business of business; (vi) to effect the Company toliquidation, 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; (vii) to hold an annual, then regular or special meeting of the holders of its Common Stock (a "Stockholders' Meeting"), then, and in each such event case, the Company will shall give to each Holder of a Warrant Certificate, in accordance with Section 10.5, a notice of such proposed action. Such notice shall specify the Holders date on which a written notice specifying, as the case may record is to be (i) the record date taken for the purpose purposes of such dividend, distribution, distribution or right, and stating the amount and character of such dividend, distribution, rights or right; or (ii) the date on which any such reclassification, reorganization, reclassification, recapitalization, transferself-tender offer, consolidation, merger, conveyancesale, dissolutiontransfer, disposition, liquidation, dissolution or winding up is to take place become effective and the timedate of participation therein by the holders of Common Stock, if any such date 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 Such notice shall be given in the case of any action covered by clause (i) or (ii) above, at least 10 20 days prior to the earliest record date for determining holders of the Common Stock for purposes of such action and, in the case of any action covered by clauses (iii) through (vii), at least 20 days prior to the date of the taking of such proposed action or the date of participation therein specifiedby the holders of Common Stock, whichever shall be the earlier. The Company will allow each Holder of Warrant Certificates to attend any Stockholders' Meeting held prior to the Expiration Date. If the Company fails to give such notices at such times, the Expiration Date shall be extended for such time as may be necessary or appropriate to allow any Holder to make any desired transfers of the Warrants and/or to exercise the Warrants.

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 48 hereof, the Company shall promptly thereafter (a) cause to be given to filed with the Holders written notice Company a certificate signed by the principal financial officer of such adjustment. Such notice shall include the Exercise Price (and/or Company setting forth the number of shares of Common Stock issuable upon the exercise of this Warrant) Warrant Number 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 are based, and (b) cause to be given to each of the Holders at its address appearing on the Warrant Register written notice of such adjustments. 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 9. In the event of case: (ai) any fixing by the Company of a record date with respect shall authorize the 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; (ii) the Company shall authorize the distribution to all holders of securities shares of Common Stock of assets, including cash, evidences of its indebtedness, or other securities; (iii) of any consolidation or merger to which the Company is a party and for which approval of any stockholders 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 of the capital stock of the Company or any transfer of all or substantially all of the properties and assets or business of the Company toCompany, 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; or (civ) 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 shall cause to be given to each of the Holders at its address appearing on the Warrant Register, at least 15 days prior to the applicable record date hereinafter specified, or the date of the event in the case of events for which there is no record date, in accordance with the provisions of Section 18 hereof, 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 (iiA) 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, or (B) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (C) the date on which any such capital stock 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 eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any such The failure to give the notice required by this Section 9 or any defect therein shall be given at least 10 days prior to not affect the earliest date therein specifiedlegality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Holders. (a) Upon any adjustment of the Exercise Price (or and the number of shares Warrant Shares issuable upon exercise of Common Stock issuable a Warrant, then and in each such case the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Warrant Shares purchasable at such price upon the exercise of this a Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, and shall set setting forth in reasonable detail the Company’s method of calculation and the facts upon which such calculations were calculation is based. Where appropriate, The Company shall also mail such notice to the Holders at their addresses appearing in the Warrant register. Failure to give or mail such notice, or any defect therein, shall be given in advance and included as a part not affect the validity of the adjustments. (b) In case at any notice required time or from time prior to be given under the other provisions of this Section 9. In the event of Expiration Date: (ai) any fixing by the Company of shall pay a record date with respect stock dividend upon its Common Stock or make any distribution (other than regular cash dividends) 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, its Common Stock; (bii) there shall be 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 Company; (iii) there shall be a consolidation or merger of the Company with or intointo another Person in a transaction in which persons who were the stockholders of the Company immediately prior to such consolidation, any merger or other entity or personbusiness combination do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the surviving corporation, or sale of substantially all of its assets to another Person; or (civ) any there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding up of the Company; then in any one or more of such cases, then and in each such event the Company will shall give the Holders a written notice specifyingin the manner set forth in Section 12(a) of the date on which (A) a record shall be taken for such dividend, distribution or subscription rights, or (B) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, 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) be. 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 Common Stock (of record shall participate in such dividend, distribution or such capital stock subscription rights, 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 eventreorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, as the case may be. Any In case any of the events described in clause (iii) above shall occur and, as a result thereof, the Company (or any other Reorganized Debtor) receives cash, stock or other property of at least $140,000,000 in market value as provided in Section 11(e) hereof, such notice shall also state that Holders are entitled, at any time prior to the Expiration Date, to surrender their Warrants to the Warrant Agent for cancellation in lieu of exercise and to receive in exchange therefor cash in the amount of $1.67 for each Warrant Share for which their Warrants are then exercisable (subject to adjustment to reflect the effect of any anti-dilution provisions contained in Section 11 hereof). Such notice shall be given at least 10 thirty (30) days prior to the earliest action in question and not less than thirty (30) days prior to the record date therein specifiedin respect thereof. Failure to give such notice, or any defect therein, shall not affect the legality or validity of any of the matters set forth in this Section 12(b).

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) Warrant Number pursuant to this Section 44.02, the Company shall promptly thereafter cause to be given to thereafter, and in any event within ten days, (i) provide a certificate executed by the Holders written notice Chief Financial Officer, the Treasurer, any Assistant Treasurer, Controller or any Assistant Controller of such adjustment. Such notice shall include the Company setting forth the Warrant Number and the Exercise Price (and/or the number of shares of Common Stock issuable 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 (ii) cause to be given to each of the Holders at its address appearing on the 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 94.02(h). The Holders shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate. In case: (1) the event Company shall authorize the issuance to all holders of shares of Common Stock of rights, options or warrants to subscribe for or purchase shares of Common Stock or of any other subscription rights or warrants; or (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 or Dividends payable in shares of Common Stock or distributions referred to in subsection (a) of this Section 4.02); or (3) of any fixing by consolidation or merger to which the Company of is a record date with respect to the holders party and for which approval of any class of securities shareholders 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 substantially as an entirety, or of any transfer reclassification or change of all or substantially all Common Stock issuable upon exercise of the assets Warrants (other than as a result of a subdivision or business combination), or a tender offer or exchange offer for shares of Common Stock; or (4) 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 dissolution, liquidation or winding up of the Company; or (5) the Company proposes to take any action (other than actions of the character described in Section 4.02(a) hereof) which would require an adjustment of the Warrant Number pursuant to this Section 4.02, then and in each such event the Company will give shall cause to be given to each Holder at its address appearing on the Holders Register, at least 20 calendar days (or 10 calendar days in any case specified in clauses (1) or (2) above) prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice specifying, as the case may be stating (i) the date as of which the holders of record date for the purpose of shares of Common Stock to be entitled to receive any such dividendrights, distributionoptions, warrants or rightdistribution are to be determined, and stating the amount and character of such dividend, distribution, or right; or (ii) the date on which any such reorganizationconsolidation, reclassificationmerger, recapitalizationconveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidationliquidation or winding up. The failure to give the notice required by this Section 4.02(h) or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or winding up is to take place and the time, if vote upon 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 specifiedaction.

Notices to Holders. (a) Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 46 hereof, the Company shall promptly thereafter cause to be given sent to the Holders written notice Holders, a certificate setting forth the kind and amount of such adjustment. Such notice shall include the Exercise Price Warrant Shares (and/or the number of shares of Common Stock or portion thereof) issuable upon the exercise of this Warrant) after such adjustment, upon exercise of a Warrant and payment of the Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth in reasonable detail the Company’s method of calculation and the facts upon which such calculations were basedtherein absent manifest error. 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 9. 12. (b) In the event of case: (ai) any fixing by the Company of a record date with respect shall authorize the 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; (ii) the Company shall authorize the distribution to all holders of securities shares of Common Stock of evidences of its indebtedness or assets; (iii) of any consolidation or merger to which the Company is a party and for which approval of any stockholders 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 substantially as an entirety, or of any transfer reclassification or change of all or substantially all Common Stock issuable upon exercise of the assets Warrants (other than a change in par value, or business 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; (iv) 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 dissolution, liquidation or winding up of the Company, then and in each such event ; or (v) the Company will give proposes to take any action (other than actions of the Holders character described in Section 6(a) hereof) which would require an adjustment of the kind and amount of Warrant Shares for which each Warrant may be exercised pursuant to Section 6 hereof; then the Company shall send to each of the Holders, promptly following the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, 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 (iix) 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, (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (z) the date on which any such capital stock 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 eventreclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Any such The failure to give the notice required by this Section 12 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. (c) Notices shall be given sent by first-class mail, postage prepaid to Holders at least 10 days prior his, her or its address appearing on the Warrant register. (d) Nothing contained in this Agreement or in any of the Warrant Certificates shall be construed as conferring upon the Holders the right to vote or to consent or to receive notice as stockholders in respect of the earliest date therein specifiedmeetings of stockholders or the election of directors of the Company or any other matter, or any rights whatsoever as stockholders of the Company.

Notices to Holders. Upon The Company shall notify the Holders of Registrable Securities to be sold as promptly as possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing and, if requested by any adjustment Holder, confirm such notice in writing no later than one (1) Trading Day following the day of such filing) of all of the Exercise Price following: (i)(A) any proposal to file any Prospectus or number of shares of Common Stock issuable upon any Prospectus supplement or post-effective amendment to a Registration Statement, (B) any notice by the exercise of this Warrant) pursuant Commission to Section 4, the Company shall promptly thereafter cause to on whether there will be given to the Holders written notice a “review” of such adjustment. Such notice shall include Registration Statement and any written comment on such Registration Statement received by the Exercise Price (and/or Company from the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustmentCommission, and shall set forth in reasonable detail (C) 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 effectiveness of any notice required to be given under the other provisions of this Section 9. In the event of Registration Statement or any post-effective amendment, (aii) any fixing request by the Commission or any other Governmental Authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) the issuance by the Commission or any other Governmental Authority of any stop order or other Regulation suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) the receipt by the Company of a record date any notification with respect to the holders suspension of the qualification or exemption from qualification of any class of securities of the Company Registrable Securities for sale in any jurisdiction, or the purpose initiation or threatening of determining which any Proceeding for such purpose, (v) the occurrence of such holders are entitled any event (including the passage of time) that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to dividends be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other distributionsdocument to ensure that such Registration Statement, Prospectus or other document will not contain any rights untrue statement of a material fact and will not omit to subscribe forstate any material fact required to be stated therein or necessary to make the statements therein, purchase in light of the circumstances under which they were made, not misleading, and (vi) the occurrence or otherwise acquire any shares of capital stock existence of any class or any other securities or propertypending corporate development with respect to the Company that the Company believes may be material and that, or to receive any other right, (b) any capital reorganization in the determination of the Company, or reclassification or recapitalization makes it not in the best interest of the capital stock Company to allow continued availability of a Registration Statement or Prospectus (any event described in clauses (iii) through (vi) above a “Discontinuation Event” and any notice given hereunder pursuant to any such clauses a “Discontinuation Notice”), provided, that any Discontinuation Notice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made; and, provided, further, that, in no event shall any notice sent pursuant to this clause (c) contain any information which would constitute material, non-public information regarding 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 Holders 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 specifiedits Subsidiaries.