Common use of Notices to Warrant Holder Clause in Contracts

Notices to Warrant Holder. In the event: (a) 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 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 (or other securities issuable upon the exercise of the Warrants); or (b) the Company shall declare any dividend (or any other distribution) on the Common Stock, other than regular cash dividends; or (c) 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; then the Company shall cause to be sent to the holder hereof, at least 30 days prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, a written notice stating (x) the date for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) entitled to receive any such dividends or other distribution, (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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Failure to give such notice or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Warrant Holder. In Nothing contained in this Warrant shall be construed as conferring upon the eventWarrant Holder the right to vote or to consent or to receive notice as a share holder in respect of any meetings of share holders for the election of directors or any other matter, or as having any rights whatsoever as a share holder of the Company. If, however, at any time prior to the expiration of this Warrant and its exercise, any of the following events shall occur: (a) of any consolidation or merger to which the The Company is shall take a party and for which approval of any stockholders record of the Company is required, or holders of 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 its shares of Common Stock (for the purpose of entitling them to receive a dividend or other securities issuable upon 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 such dividend or distribution on the books of the Warrants)Company; or (b) The Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company shall declare any dividend (or securities convertible into or exchangeable for shares of capital stock of the Company, or any other distribution) on the Common Stockwarrant, other than regular cash dividendsright or option to subscribe therefor; or (c) 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 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 shall be proposed; or (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 then, in anyone or more of said events, the Company shall cause to be sent to the holder hereof, give written notice of such event at least 30 fifteen (15) days prior to the applicable date fixed as a 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 of closing the transfer books for the determination of the share holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) entitled to receive any such dividends or other dividend, distribution, (y) the initial expiration date set forth in any tender offer convertible or exchange offer for shares of Common Stock (exchangeable securities or other securities issuable upon the exercise of the Warrants)subscription rights, warrants or options, or (z) entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date on which any such consolidationof closing the transfer books, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and as 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. 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 or payment of any such dividend or distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon issuance of any actionconvertible or exchangeable securities or subscription rights, warrants or options, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. In Nothing contained in this Agreement shall be construed as conferring upon GRI the eventright 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 Warrants and their exercise, any of the following events shall occur: (a) of any consolidation or merger to which the Company is shall take a party and for which approval of any stockholders record of the Company is required, or holders of 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 its shares of Common Stock (for the purpose of entitling them to receive a dividend or other securities issuable upon 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 such dividend or distribution on the books of the Warrants)Company; or (b) the Company shall declare offer to all the holders of its Common Stock any dividend (additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any other distribution) on the Common Stockoption, other than regular cash dividendsright or warrant to subscribe therefor; or (c) 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 a dissolution, liquidation or winding up of the CompanyCompany (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 then, in any one or more of said events, the Company shall cause to be sent to the holder hereof, give written notice of such event at least 30 fifteen (15) days prior to the applicable date fixed as a 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 of closing the transfer books for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shareholders entitled to receive any such dividends or other dividend, distribution, (y) the initial expiration date set forth in any tender offer convertible or exchange offer for shares of Common Stock (exchangeable securities or other securities issuable upon the exercise of the Warrants)subscription rights, options or warrants, or (z) entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date on which any such consolidationof closing the transfer books, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and as 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. 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 or payment of any such dividend or distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon issuance of any actionconvertible or exchangeable securities or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. In Nothing contained in this Agreement shall be construed as conferring upon the eventHolder 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 Warrants and their exercise, any of the following events shall occur: (a) of any consolidation or merger to which the Company is shall take a party and for which approval of any stockholders record of the Company is required, or holders of 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 its shares of Common Stock (for the purpose of entitling them to receive a dividend or other securities issuable upon 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 such dividend or distribution on the books of the Warrants)Company; or (b) the Company shall declare offer to all the holders of its Common Stock any dividend (additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any other distribution) on the Common Stockoption, other than regular cash dividendsright or warrant to subscribe therefor; or (c) 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 a dissolution, liquidation or winding up of the CompanyCompany (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 then, in any one or more of said events, the Company shall cause to be sent give written notice to the holder hereof, Holder of such event at least 30 fifteen (15) days prior to the applicable date fixed as a 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 of closing the transfer books for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shareholders entitled to receive any such dividends or other dividend, distribution, (y) the initial expiration date set forth in any tender offer convertible or exchange offer for shares of Common Stock (exchangeable securities or other securities issuable upon the exercise of the Warrants)subscription rights, options or warrants, or (z) entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date on which any such consolidationof closing the transfer books, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and as 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. 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 or payment of any such dividend or distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon issuance of any actionconvertible or exchangeable securities or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. In Nothing contained in this Agreement shall be construed as conferring upon the eventHolder the right to vote or to consent or to receive notice as a 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 however, at any time prior to the expiration of the Warrant and their exercise, any of the following events shall occur: (a) of any consolidation or merger to which the Company is shall take a party and for which approval of any stockholders record of the Company is requiredholders of its Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash distribution payable otherwise than out of current or retained earnings, as indicated by the conveyance accounting treatment of such dividend or sale of all or substantially all of distribution on the assets books 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 (or other securities issuable upon the exercise of the Warrants); or (b) the Company shall declare offer to all the holders of its Interest any dividend (additional units of ownership interest of the Company or securities convertible into or exchangeable for Stock of the Company, or any other distribution) on the Common Stockoption, other than regular cash dividendsright or warrant to subscribe therefor; or (c) 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 a dissolution, liquidation or winding up of the CompanyCompany (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 then, in any one or more of said events, the Company shall cause to be sent to the holder hereof, give written notice of such event at least 30 15 days prior to the applicable date fixed as a 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 of closing the transfer books for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shareholder entitled to receive any such dividends or other distribution, (y) the initial expiration date set forth in any tender offer convertible or exchange offer for shares of Common Stock (exchangeable securities or other securities issuable upon the exercise of the Warrants)subscription rights, options or warrants, or (z) entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date on which any such consolidationof closing the transfer books, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and as 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. 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 or payment of any such distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon issuance of any actionconvertible or exchangeable 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 the eventcase: (a1) 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 stockholders shareholders of the Company is required, or of the conveyance or sale of all or substantially all transfer of the properties and assets of the CompanyCompany substantially as an entirety, 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)Warrants, or a tender offer or exchange offer for all shares of Common Stock (or other securities issuable upon the exercise of the Warrants)Stock; or (b) the Company shall declare any dividend (or any other distribution) on the Common Stock, other than regular cash dividends; or (c) 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 (d4) of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCompany 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 sent given to each of the holder hereofregistered holders of the Warrant Certificates at his or her address appearing on the Warrant register, at least 30 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 (xi) the date for the determination as of which the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) to be entitled to receive any such dividends rights or other distributiondistribution are to be determined, or (yii) 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)Stock, or (ziii) 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Failure The failure to give such the notice required by this Section 13 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, issuance, 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 holders thereof 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 Warrant Holder. In Nothing contained in this Agreement shall be construed as conferring upon the eventHolder 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 Warrants and their exercise, any of the following events shall occur: (a) of any consolidation or merger to which the Company is shall take a party and for which approval of any stockholders record of the Company is required, or holders of 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 its shares of Common Stock (for the purpose of entitling them to receive a dividend or other securities issuable upon 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 such dividend or distribution on the books of the Warrants)Company; or (b) the Company shall declare offer to all the holders of its Common Stock any dividend (additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any other distribution) on the Common Stockoption, other than regular cash dividendsright or warrant to subscribe therefor; or (c) 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 a dissolution, liquidation or winding up of the CompanyCompany (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 then, in any one or more of said events, the Company shall cause to be sent give written notice to the holder hereof, Holder of such event at least 30 fifteen (15) days prior to the applicable date fixed as a 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 of closing the transfer books for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shareholders entitled to receive any such dividends or other dividend, distribution, (y) the initial expiration date set forth in any tender offer convertible or exchange offer for shares of Common Stock (exchangeable securities or other securities issuable upon the exercise of the Warrants)subscription rights, options or warrants, or (z) entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date on which any such consolidationof closing the transfer books, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and as 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. 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 or payment of any such dividend or distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon issuance of any actionconvertible or exchangeable securities or subscription rights, 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 the eventcase: (a) of any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the conveyance or sale of all or substantially all transfer of the properties and assets of the CompanyCompany substantially as an entirety, or of any reclassification or change of the Common Stock or other securities issuable upon exercise or exchange of the Warrants Warrant (other than a change in par value, or from par value to no par value, or from no par value to par value value, or as a result of a subdivision or combination), or a tender offer or exchange offer for all shares of Common Stock (or other securities issuable upon the exercise of the Warrants)Stock; or (b) the Company shall declare any dividend (or any other distribution) on the Common Stock, other than regular cash dividends; or (c) 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; 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 sent given to the holder hereof, Holder at least 30 20 days (or 10 days in any case specified in clauses (a) or (b) above) prior to the applicable record date hereinafter 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 (xi) the date for the determination as of which the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) to be entitled to receive any such dividends rights, options, warrants or other distributiondistribution are to be determined, or (yii) 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)Stock, or (ziii) 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. Failure The failure to give such the notice required by this Section 8 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, issuance, 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 Holder, by reason of the ownership or possession of this Warrant, the right to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholder or the election of Directors of the Company or any other matter, or any rights whatsoever as shareholder of the Company.

Notices to Warrant Holder. In Nothing contained in this Agreement shall be construed as conferring upon the eventHolder 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 archiving any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: (a) of any consolidation or merger to which the Company is shall take a party and for which approval of any stockholders record of the Company is required, or holders of 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 its shares of Common Stock (for the purpose of entitling them to receive a dividend or other securities issuable upon 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 such dividend or distribution on the books of the Warrants)Company; or (b) the Company shall declare offer to all the holders of its Common Stock any dividend (additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any other distribution) on the Common Stockoption, other than regular cash dividendsright or warrant to subscribe therefor; or (c) 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 a dissolution, liquidation or winding up of the CompanyCompany (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 then, in any one or more of said events, the Company shall cause to be sent give written notice to the holder hereof, Holder of such event at least 30 fifteen (15) days prior to the applicable date fixed as a 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 of closing the transfer books for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shareholders entitled to receive any such dividends or other dividend, distribution, (y) the initial expiration date set forth in any tender offer convertible or exchange offer for shares of Common Stock (exchangeable securities or other securities issuable upon the exercise of the Warrants)subscription rights, options or warrants, or (z) entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date on which any such consolidationof closing the transfer books, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and as 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. 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 or payment of any such dividend or distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon issuance of any actionconvertible or exchangeable securities or subscription rights, options, or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. In Nothing contained in this Warrant shall be construed as conferring upon the eventHolder 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 until the Warrant shall be exercised as provided herein. If, however, at any time prior to the expiration of the Warrant and its exercise, any of the following events shall occur: (a) of any consolidation or merger to which the Company is shall take a party and for which approval of any stockholders record of the Company is required, or holders of 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 its shares of Common Stock (for the purpose of entitling them to receive a dividend or other securities issuable upon 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 such dividend or distribution on the books of the Warrants)Company; or (b) the Company shall declare offer to all the holders of its Common Stock any dividend (additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any other distribution) on the Common Stockoption, other than regular cash dividendsright or warrant to subscribe therefor; or (c) 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 a dissolution, liquidation or winding up of the CompanyCompany (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 then, in any one or more of said events, the Company shall cause to be sent to the holder hereof, give written notice of such event at least 30 fifteen (15) days prior to the applicable date fixed as a 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 of closing the transfer books for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shareholder entitled to receive any such dividends or other dividend, distribution, (y) the initial expiration date set forth in any tender offer convertible or exchange offer for shares of Common Stock (exchangeable securities or other securities issuable upon the exercise of the Warrants)subscription rights, or (z) entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date on which any such consolidationof closing the transfer books, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and as 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation action taken in connection with the declaration or winding uppayment of any such dividend, or the vote upon issuance of any actionconvertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. In Nothing contained in this Agreement shall be construed as conferring upon the eventHolder the right to vote or to consent or to receive notice as a shareholder in respect of any meetings of 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 Warrants and their exercise, any of the following events shall occur: (a) of any consolidation or merger to which the Company is shall take a party and for which approval of any stockholders record of the Company is required, or holder of 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 its shares of Common Stock (for the purpose of entitling them to receive a dividend or other securities issuable upon 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 such dividend or distribution on the books of the Warrants)Company; or (b) the Company shall declare offer to all the holder of its Common Stock any dividend (additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any other distribution) on the Common Stockoption, other than regular cash dividendsright or warrant to subscribe therefor; or (c) 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 a dissolution, liquidation or winding up of the CompanyCompany (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 then, in any one or more of said events, the Company shall cause to be sent to the holder hereof, give written notice of such event at least 30 fifteen (15) days prior to the applicable date fixed as a 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 of closing the transfer books for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the Warrants) shareholder entitled to receive any such dividends or other dividend, distribution, (y) the initial expiration date set forth in any tender offer convertible or exchange offer for shares of Common Stock (exchangeable securities or other securities issuable upon the exercise of the Warrants)subscription rights, or (z) entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date on which any such consolidationof closing the transfer books, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and as 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 other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. Failure to give such notice or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation action taken in connection with the declaration or winding uppayment of any such dividend, or the vote upon issuance of any actionconvertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale.

Notices to Warrant Holder. In the eventevent that, after the Date of Grant: (a) a. 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 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 Options (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 (or other securities issuable upon the exercise of the WarrantsOptions); or (b) b. the Company shall declare any dividend (or any other distribution) on the Common Stock, other than regular cash dividends; or (c) c. 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) d. of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be sent to the holder hereof, at least 30 5 days prior to the applicable record date hereinafter specified, or promptly in the case of events for which there is no record date, a written notice stating (x) the date for the determination of the holders of record of shares of Common Stock (or other securities issuable upon the exercise of the WarrantsOptions) entitled to receive any such dividends or other distribution, (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 WarrantsOptions), 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 WarrantsOptions) 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. Failure to give such notice or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, issuance, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.