Common use of Notices to Holders Clause in Contracts

Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the Holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation.

Notices to Holders. Nothing contained in this warrant Agreement shall be construed as conferring upon the Holder hereof Holders the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any meetings of stockholders shareholders for the election of directors or any other matter/ matter, or as having any rights whatsoever as a stockholder shareholder of the Company. If, however, at any time prior to the expiration of this Warrant the Warrants and prior to its their exercise, any of the following events shall occur: (a) The the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or otherwise;distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Companyproposed; then, in any one or more of said events, the Company shall give to the extent practicable written notice of such event to the Holder of this warrant at least fifteen (15) 15 days prior to the date fixed as a record date or of the date of closing the transfer books for the determination of the stockholders shareholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice notices shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation.

Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the Holder holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the Holder holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation.any

Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the Holder holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the Holder holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation.additional

Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the Holder holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the Holder holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation.

Notices to Holders. Nothing contained in this warrant Agreement shall be construed as conferring upon the Holder hereof Holders the right to receive dividends or to vote or to consent or to receive notice as a stockholder in with respect of to any meetings of stockholders for the election of directors or any other matter/ matter or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant the Warrants and prior to its their exercise, any of the following events shall occur: (a) The the Company shall take set a record of the holders of its shares of Common Stock date for the purpose of entitling them holders of shares of Common Stock to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or otherwisedistribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (b) The the Company shall offer to all the holders of its shares of Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Companyproposed; then, in any one or more of said events, the Company shall give written notice of such event to the each Holder of this warrant at least fifteen (15) 15 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible distribution or exchangeable securities or subscription or purchase rightsoffer, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation.

Notices to Holders. Nothing contained in this warrant Agreement shall be construed as conferring upon the Holder hereof Holders the right to receive dividends or to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ matter or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant the Warrants and prior to its their exercise, any of the following events shall occur: (a) The the Company shall take set a record of the holders of its shares of Common Stock date for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or otherwise;distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its shares of Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Companyproposed; then, in any one or more of said events, the Company shall give written notice of such event to the each Holder of this warrant at least fifteen (15) 10 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible distribution or exchangeable securities or subscription or purchase rightsoffer, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with any of the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidationevents described in this Section 12.

Notices to Holders. Nothing contained in this warrant Agreement shall be construed as conferring upon the Holder hereof or Holders the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any meetings of stockholders shareholders for the election of directors or any other matter/ matter, or as having any rights whatsoever as a stockholder shareholder of the Company. If, however, at any time prior to the expiration of this Warrant the Warrants and prior to its their exercise, any of the following events shall occur: (a) The the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or otherwise;distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Companyproposed; or (d) A merger reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), consolidation of the Company with with, or into merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or a sale or conveyance to another corporation of the property of the Company as an entirety is proposed; or (e) the Company or an affiliate of the Company shall propose to issue any rights to subscribe for shares of Common Stock or any other company shall be proposed securities of the Company or of such affiliate to be voted upon by all the stockholders shareholders of the Company; then, in any one or more of said events, the Company shall give written notice to the Holder or Holders of such event to the Holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders shareholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription rights, options or purchase rightswarrants, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription rights, options or purchase rightswarrants, or any proposed dissolution, liquidation, winding up, up or sale, merger or consolidation.

Notices to Holders. Nothing contained in this warrant Agreement shall be construed as conferring upon the Holder hereof Holders the right to receive dividends or to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ matter or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant the Warrants and prior to its their exercise, any of the following events shall occur: (a) The the Company shall take set a record of the holders of its shares of Common Stock date for the purpose of entitling them holders of shares of Common Stock to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or otherwisedistribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (b) The the Company shall offer to all the holders of its shares of Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Companyproposed; then, in any one or more of said events, the Company shall give written notice of such event to the each Holder of this warrant at least fifteen (15) 15 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible distribution or exchangeable securities or subscription or purchase rightsoffer, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with any of the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidationevents described in this Section 12.

Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the Holder holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ matter or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the Holder holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidation.such

Notices to Holders. Nothing contained in this warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ mater/or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant and prior to its exercise, any of the following events shall occur: (a) The Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution in cash or otherwise; (b) The Company shall offer to the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any right to subscribe for or purchase the same; (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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Company; then, in any one or more of said events, the Company shall give written notice of such event to the Holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distributiondistribution , additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolutiondissolution , liquidation, winding up, sale, merger or consolidation.

Notices to Holders. Nothing contained in this warrant Representative's Warrant shall be construed as conferring upon the any Holder hereof the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any meetings of stockholders shareholders for the election of directors or any other matter/ matter, or as having any rights whatsoever as a stockholder shareholder of the Company. If, however, at any time prior to the expiration of this Warrant and prior to its exercisethe Exercise Period, any of the following events shall occuroccurs: (a) The the Company shall take takes a record of the holders of its shares of Common Stock Shares for the purpose of entitling them to receive a dividend or distribution payable other than in cash, or a cash dividend or otherwise;distribution payable other than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer offers to the all holders of its Common Stock Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Companyproposed; then, in any one or more of said events, the Company shall give written notice of such event to the Holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders shareholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription or purchase rights, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer booksbook, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distributiondividend, or the issuance of any shares of capital stock or convertible or exchangeable securities securities, or subscription rights, options or purchase rightswarrants, or any proposed dissolution, liquidation, winding up, up or sale, merger or consolidation.

Notices to Holders. Nothing contained in this warrant Agreement shall be construed as conferring upon the Holder hereof Holders the right to receive dividends or to vote or to consent or to receive notice as a stockholder in with respect of to any meetings of stockholders for the election of directors or any other matter/ matter or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant the Warrants and prior to its their exercise, any of the following events shall occur: (a) The the Company shall take set a record of the holders of its shares of Common Stock date for the purpose of entitling them holders of shares of Common Stock to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or otherwisedistribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; (b) The the Company shall offer to all the holders of its shares of Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Companyproposed; then, in any one or more of said events, the Company shall give written notice of such event to the each Holder of this warrant at least fifteen (15) 15 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible distribution or exchangeable securities or subscription or purchase rightsoffer, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, ,as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with any of the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidationevents described in this Section 13.

Notices to Holders. Nothing contained in this warrant Agreement shall be construed as conferring upon the Holder hereof or Holders the right to vote or to consent or to receive notice as a stockholder shareholder in respect of any meetings of stockholders shareholders for the election of directors or any other matter/ matter, or as having any rights whatsoever as a stockholder shareholder of the Company. If, however, at any time prior to the expiration of this Warrant the Warrants and prior to its their exercise, any of the following events shall occur: (a) The the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or otherwise;distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock as a class any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Companyproposed; or (d) A merger reclassification or change of the outstanding shares of Common Stock (other than a change in par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), consolidation of the Company with with, or into merger of the Company into, another corporation (other than a consolidation or merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding shares of Common Stock, except a change as a result of a subdivision or combination of such shares or a change in par value, as aforesaid), or a sale or conveyance to another corporation of the property of the Company as an entirety is proposed; or (e) The Company or an affiliate of the Company shall propose to issue any rights to subscribe for shares of Common Stock or any other company shall be proposed securities of the Company or of such affiliate to be voted upon by all the stockholders shareholders of the Company; then, in any one or more of said events, the Company shall give written notice to the Holder or Holders of such event to the Holder of this warrant at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders shareholders entitled to such dividend, distribution, additional shares, convertible or exchangeable securities or subscription rights, options or purchase rightswarrants, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription rights, options or purchase rightswarrants, or any proposed dissolution, liquidation, winding up, up or sale, merger or consolidation.

Notices to Holders. Nothing contained in this warrant Agreement shall be construed as conferring upon the Holder hereof Holders the right to receive dividends or to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other matter/ matter or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to the expiration of this Warrant the Warrants and prior to its their exercise, any of the following events shall occur: (a) The the Company shall take set a record of the holders of its shares of Common Stock date for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or otherwise;distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its shares of Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe for or purchase the same;therefor; or (c) A 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 to be voted upon by the stockholders of the Company; or (d) A merger or consolidation of the Company with or into any other company shall be proposed to be voted upon by the stockholders of the Companyproposed; then, in any one or more of said events, the Company shall give written notice of such event to the each Holder of this warrant at least fifteen (15) 15 days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, additional shares, convertible distribution or exchangeable securities or subscription or purchase rightsoffer, or entitled to vote on such proposed dissolution, liquidation, winding up, up or sale, merger or consolidation. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with any of the declaration or payment of any such dividend or distribution, or the issuance of any shares of capital stock or convertible or exchangeable securities or subscription or purchase rights, or any proposed dissolution, liquidation, winding up, sale, merger or consolidationevents described in this Section 12.