Common use of Notices to Warrant Holder Clause in Contracts

Notices to Warrant Holder. Nothing contained in this Warrant shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the 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 payable otherwise that in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The Company shall offer to all holders of its Common Stock (excluding therefrom the Warrant Holder) 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 therefore; 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 Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as the case may be, for such dividend, distribution, conversion or exchange of securities or subscription rights, or for voting on such proposed dissolution, liquidation, winding up or sale, which notice shall specify the 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 the issuance of any convertible or exchangeable securities, or subscription rights, options, or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Nothing contained in this Warrant shall be construed as conferring upon In the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the warrant and prior to its exercise, any of the following events shall occur.event: (a) The of any consolidation or merger to which the Company shall take is a record party and for which approval of any stockholders of the holders Company is required, or of its the conveyance or sale of all or substantially all of the assets of the Company, or of any reclassification or change of the Common Stock or other securities 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 all shares of Common Stock for (or other securities issuable upon the purpose of entitling them to receive a dividend or distribution payable otherwise that in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books exercise of the CompanyWarrants); or (b) The the Company shall offer to all holders of its Common Stock declare any dividend (excluding therefrom the Warrant Holder) 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 optionother distribution) on the Common Stock, right or warrant to subscribe thereforeother than regular cash dividends; or (c) A the Company shall authorize the granting to the holders of Common Stock of rights or warrants to subscribe for or purchase any shares of any class or series of capital stock; or (d) of the voluntary or involuntary 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 proposedCompany; Then, in any one or more of said events, then the Company shall give written notice of such event cause to be sent to the holder hereof, at least fifteen (15) 30 days prior to the date fixed as a applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, a written notice stating (x) the date for the determination of closing the transfer books, as holders of record of shares of Common Stock (or other securities issuable upon the case may be, for exercise of the Warrants) entitled to receive any such dividend, dividends or other distribution, conversion (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock (or other securities issuable upon the exercise of the Warrants), or (z) the date on which any such consolidation, merger, conveyance, 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 (or other securities issuable upon the exercise of the Warrants) shall be entitled to exchange such shares for securities or subscription rightsother property, or for voting on if any, deliverable upon such proposed reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, liquidation or winding up or sale, which notice shall specify the record date or the date of closing the transfer books, as the case may beup. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken in connection with the declaration distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or payment of any such dividendwinding up, or the issuance of vote upon any convertible or exchangeable securities, or subscription rights, options, or warrants, or any proposed dissolution, liquidation, winding up or saleaction.

Notices to Warrant Holder. Nothing contained in this Warrant shall be construed as conferring upon In the Warrant Holder event that, after the right to vote or to consent or to receive notice as a shareholder in respect Date of Grant: a. of any meetings consolidation or merger to which the Company is a party and for which approval of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the 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 payable otherwise that in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The Company shall offer to all holders of its Common Stock (excluding therefrom the Warrant Holder) any additional shares of capital stock stockholders of the Company is required, or securities convertible into of the conveyance or exchangeable for shares sale of capital stock all or substantially all of the assets of the Company, or of any optionreclassification or change of the Stock or other securities issuable upon exercise of the Options (other than a change in par value, right or warrant from par value to subscribe thereforeno 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 Stock (or other securities issuable upon the exercise of the Options); or b. the Company shall declare any dividend (cor any other distribution) A on the Stock, other than regular cash dividends; or c. the Company shall authorize the granting to the holders of Stock of rights or warrants to subscribe for or purchase any shares of any class or series of capital stock; or d. of the voluntary or involuntary 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 proposedCompany; Then, in any one or more of said events, then the Company shall give written notice of such event cause to be sent to the holder hereof, at least fifteen (15) 5 days prior to the date fixed as a applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, a written notice stating (x) the date for the determination of closing the transfer books, as holders of record of shares of Stock (or other securities issuable upon the case may be, for exercise of the Options) entitled to receive any such dividend, dividends or other distribution, conversion (y) the initial expiration date set forth in any tender offer or exchange offer for shares of Stock (or other securities issuable upon the exercise of the Options), or (z) the date on which any such consolidation, merger, conveyance, 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 Stock (or other securities issuable upon the exercise of the Options) shall be entitled to exchange such shares for securities or subscription rightsother property, or for voting on if any, deliverable upon such proposed reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, liquidation or winding up or sale, which notice shall specify the record date or the date of closing the transfer books, as the case may beup. Failure to give such notice or any defect therein shall not affect the legality or validity of any action taken in connection with the declaration distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or payment of any such dividendwinding up, or the issuance of vote upon any convertible or exchangeable securities, or subscription rights, options, or warrants, or any proposed dissolution, liquidation, winding up or saleaction.

Notices to Warrant Holder. Nothing contained in this Warrant Agreement shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having archiving any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the warrant 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 that than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock (excluding therefrom the Warrant Holder) 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 thereforetherefor; 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; Thenthen, in any one or more of said events, the Company shall give written notice to the Holder of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as books for the case may be, for determination of the shareholders entitled to such dividend, distribution, conversion convertible or exchange of exchangeable securities or subscription rights, options or for voting warrants, or entitled to vote on such proposed dissolution, liquidation, winding up or sale, which . Such notice shall specify the 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 dividenddividend or distribution, or the issuance of any convertible or exchangeable securities, securities or subscription rights, options, or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Nothing contained in this Warrant Agreement shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the warrant 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 that than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock (excluding therefrom the Warrant Holder) 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 thereforetherefor; 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; Thenthen, in any one or more of said events, the Company shall give written notice to the Holder of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as books for the case may be, for determination of the shareholders entitled to such dividend, distribution, conversion convertible or exchange of exchangeable securities or subscription rights, options or for voting warrants, or entitled to vote on such proposed dissolution, liquidation, winding up or sale, which . Such notice shall specify the 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 dividenddividend or distribution, or the issuance of any convertible or exchangeable securities, securities or subscription rights, options, or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. (a) Upon any adjustment of the Exercise Price or exercise privileges pursuant to Section 10, the Company shall promptly thereafter (i) cause to be filed with the Company a certificate of a firm of independent public accountants of recognized standing, selected by the Board (who may be the regular auditors of the Company) and acceptable to the Warrant Holder, setting forth the Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Shares (or portion thereof) issuable after such adjustment in the Exercise Price, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, upon exercise of a Warrant and payment of the adjusted Exercise Price, and (ii) cause to be given to each of the registered holders of the Warrant Certificate(s), at his or her address appearing on the Warrant Register, written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 13. (b) In case: (1) the Company shall authorize the issuance to all holders of shares of Common Stock of the Company rights to subscribe for, or to 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; 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 the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise of the Warrants, 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 a Liquidating Dividend; or (5) the Company proposes to take any action which would require an adjustment of the Exercise Price or the Warrant Shares 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 her address appearing on the Warrant register, at least twenty (20) days 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 stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights 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 consolidation, merger, conveyance, 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, liquidation or winding up. The failure to give the notice required by this Section 13 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) Nothing contained in this Agreement or in the Warrant Certificate shall be construed as conferring upon the Warrant Holder holders thereof the right to vote or to consent or to receive notice as a shareholder shareholders in respect of any the meetings of shareholders for or the election of directors Directors of the Company or any other matter, or as having any rights whatsoever as a shareholder shareholders of the Company. If, however, at any time prior to the expiration of the 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 payable otherwise that in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The Company shall offer to all holders of its Common Stock (excluding therefrom the Warrant Holder) 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 therefore; 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 Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as the case may be, for such dividend, distribution, conversion or exchange of securities or subscription rights, or for voting on such proposed dissolution, liquidation, winding up or sale, which notice shall specify the 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 the issuance of any convertible or exchangeable securities, or subscription rights, options, or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Nothing contained in this Warrant shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the CompanyCompany until the Warrant shall be exercised as provided herein. If, however, at any time prior to the expiration of the warrant Warrant and prior to its 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 that than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock (excluding therefrom the Warrant Holder) 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 thereforetherefor; 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; Thenthen, in any one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as books for the case may be, for determination of the shareholder entitled to such dividend, distribution, conversion convertible or exchange of exchangeable securities or subscription rights, or for voting entitled to vote on such proposed dissolution, liquidation, winding up or sale, which . Such notice shall specify the 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 the issuance of any convertible or exchangeable securities, or subscription rights, options, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Nothing contained in this Warrant Agreement shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder member in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, If however, at any time prior to the expiration of the warrant Warrant 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 that than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock (excluding therefrom the Warrant Holder) Interest any additional shares units of capital stock ownership interest of the Company or securities convertible into or exchangeable for shares of capital stock Stock of the Company, or any option, right or warrant to subscribe thereforetherefor; 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; Thenthen, in any one or more of said events, the Company shall give written notice of such event at least fifteen (15) 15 days prior to the date fixed as a record date or the date of closing the transfer books, as books for the case may be, for determination of the shareholder entitled to such dividend, distribution, conversion convertible or exchange of exchangeable securities or subscription rights, options or for voting warrants, or entitled to vote on such proposed dissolution, liquidation, winding up or sale, which . Such notice shall specify the 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 dividenddistribution, or the issuance of any convertible or exchangeable securities, securities or subscription rights, options, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Nothing contained in this Warrant shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder share holder in respect of any meetings of shareholders share holders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder share holder of the Company. If, however, at any time prior to the expiration of the warrant 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 payable otherwise that than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The Company shall offer to all the holders of its Common Stock (excluding therefrom the Warrant Holder) 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 optionwarrant, right or warrant option to subscribe thereforetherefor; 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; Thenor (d) There shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another entity; then, in any one anyone or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as books for the case may be, for determination of the share holders entitled to such dividend, distribution, conversion convertible or exchange of exchangeable securities or subscription rights, warrants or for voting options, or entitled to vote on such proposed dissolution, liquidation, winding up or sale, which . Such notice shall specify the 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 dividenddividend or distribution, or the issuance of any convertible or exchangeable securities, securities or subscription rights, warrants or options, or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Nothing contained in this Warrant Agreement shall be construed as conferring upon the Warrant Holder GRI the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the warrant 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 that than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock (excluding therefrom the Warrant Holder) 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 thereforetherefor; 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; Thenthen, in any one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as books for the case may be, for determination of the shareholders entitled to such dividend, distribution, conversion convertible or exchange of exchangeable securities or subscription rights, options or for voting warrants, or entitled to vote on such proposed dissolution, liquidation, winding up or sale, which . Such notice shall specify the 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 dividenddividend or distribution, or the issuance of any convertible or exchangeable securities, securities or subscription rights, options, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Nothing contained in this Warrant Agreement shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the warrant 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 holder of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise that than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all holders the holder of its Common Stock (excluding therefrom the Warrant Holder) 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 thereforetherefor; 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; Thenthen, in any one or more of said events, the Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as books for the case may be, for determination of the shareholder entitled to such dividend, distribution, conversion convertible or exchange of exchangeable securities or subscription rights, or for voting entitled to vote on such proposed dissolution, liquidation, winding up or sale, which . Such notice shall specify the 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 the issuance of any convertible or exchangeable securities, or subscription rights, options, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Nothing contained in this Warrant Agreement shall be construed as conferring upon the Warrant Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of shareholders for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the warrant 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 that than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The the Company shall offer to all the holders of its Common Stock (excluding therefrom the Warrant Holder) 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 thereforetherefor; 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; Thenthen, in any one or more of said events, the Company shall give written notice to the Holder of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as books for the case may be, for determination of the shareholders entitled to such dividend, distribution, conversion convertible or exchange of exchangeable securities or subscription rights, options or for voting warrants, or entitled to vote on such proposed dissolution, liquidation, winding up or sale, which . Such notice shall specify the 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 dividenddividend or distribution, or the issuance of any convertible or exchangeable securities, securities or subscription rights, options, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. Upon any adjustment of the Exercise Price or the number of Warrant Shares issuable upon exercise or exchange of this Warrant pursuant to Section 6, the Company shall promptly thereafter (i) cause to be filed with the Company a certificate which includes the report of a firm of independent public accountants of recognized standing selected by the Board of Directors of the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and the number of Warrant Shares issuable upon exercise or exchange of this Warrant after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based, which certificate shall be conclusive evidence of the correctness of the matters set forth therein absent manifest error, and (ii) cause to be given to the Holder written notice of such adjustments by first-class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 8. In case: (a) 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 the properties and assets of the Company substantially as an entirety, or of any reclassification or change of Common Stock issuable upon exercise or exchange of the Warrant (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 (b) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; or (c) the Company proposes to take any action which would require an adjustment of the number of Warrant Shares issuable upon exercise or exchange of this Warrant pursuant to Section 6; then the Company shall cause to be given to the Holder at least 20 days (or 10 days in any case specified in clauses (a) or (b) above) prior to the applicable record date hereafter specified, or promptly in the case of events for which there is no record date, by first class mail, postage prepaid, a written notice stating (i) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such rights, 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 consolidation, merger, conveyance, 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, liquidation or winding up. The failure to give the notice required by this Section 8 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 Warrant shall be construed as conferring upon the Warrant Holder Holder, by reason of the ownership or possession of this Warrant, the right to vote or to consent or to receive notice as a shareholder shareholders in respect of any the meetings of shareholders for shareholder or the election of directors Directors of the Company or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the 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 payable otherwise that in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or (b) The Company shall offer to all holders of its Common Stock (excluding therefrom the Warrant Holder) 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 therefore; 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 Company shall give written notice of such event at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books, as the case may be, for such dividend, distribution, conversion or exchange of securities or subscription rights, or for voting on such proposed dissolution, liquidation, winding up or sale, which notice shall specify the 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 the issuance of any convertible or exchangeable securities, or subscription rights, options, or warrants, or any proposed dissolution, liquidation, winding up or sale.