Common use of Notices to Warrantholders Clause in Contracts

Notices to Warrantholders. Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to Section 3.2, the Company within _______ calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of shares of Common Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's 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 part of the notice required to be mailed under the provisions of this Section 7.5. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) to the holders of its shares of Common Stock; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ calendar 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, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant, the any Exercise Price or the number of Warrants outstanding including any adjustment pursuant to Section 3.22 thereof, the Company Company, within _______ calendar days thereafter one business day thereafter, shall (i) cause to be filed with the Warrant Agent a certificate of a firm the Chief Financial Officer of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the event giving rise to such adjustment, such Exercise Price and either the number of shares of Common Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's ’s address appearing on the Warrant Register 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 7.514. If: (a) the Company shall declare If any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) to the holders of its shares of Common Stock; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than events set forth in connection with a consolidationSections 3 or 4 of the Warrant shall occur, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's ’s address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement as set forth in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ calendar days prior to the date fixed as a record date or the date of closing the transfer books for the determination Section 9 of the stockholders entitled to such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewithWarrant.

Notices to Warrantholders. Upon any adjustment of (i) the number of shares Warrant Shares purchasable upon exercise of each Warrant, Warrant or (ii) the Exercise Price or the number of Warrants outstanding pursuant to Section 3.212, the Company Company, within _______ calendar days thereafter twenty (20) Business Days thereafter, shall (ix) cause to be filed with the Warrant Agent a certificate signed by an Appropriate Officer of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the event giving rise to such adjustment and any new or amended exercise terms, including such Exercise Price and either the number of shares of Common Stock and other securities or assets Warrant Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are madecalculation, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (iiy) cause direct the Warrant Agent to be given give written notice to each of the registered holders of the Warrant Certificates Warrantholders at such holder's Warrantholder’s address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaidRegister. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7.515. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction). If: (a) the Company shall declare proposes to take any dividend payable in any securities upon its shares of Common Stock or make any distribution action that would require an adjustment pursuant to Section 12 (other than a cash dividend) unless no adjustment is required pursuant to the holders of its shares of Common StockSection 12(g)); or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); , then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates Warrantholders at such holder's Warrantholder’s address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ calendar days ten (10) Business Days prior to the effective date fixed as a of such action (or the applicable record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding upaction if earlier). Such notice shall specify the proposed effective date of such action and, if applicable, the record date or and the date material terms of closing the transfer books, as the case may besuch action. The failure to give the notice required by this Section 7.5 15 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares Shares purchasable upon exercise of each Warrant, the Exercise Warrant Price or the number of Warrants outstanding pursuant to Section 3.2outstanding, the Company within _______ 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Warrant Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's ’s address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the other provisions of this Section 7.53.10. If: (a) the The Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) to the holders of its shares of Common Stock; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event any later Distribution Date, any later Expiration Date, any Call Price, Call Date and Call Terms and any Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's ’s address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, by first-class mail, postage prepaid, and (ii) the Company shall make a public announcement in a daily morning newspaper of general circulation in ___________________ New York City of such eventearlier Distribution Date, such giving of notice later Expiration Date, such Call Price, Call Date and publication to be completed at least ________ calendar 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 Call Terms and such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer booksReduced Exercise Price and Reduced Exercise Price Period, as the case may be. The failure , at least once prior to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity implementation of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewithsuch terms.

Notices to Warrantholders. Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to Section 3.2, the Company within ___________ calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of shares of {Common Stock Stock} {Preferred Stock} and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's 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 part of the notice required to be mailed under the provisions of this Section 7.5. Pursuant to Sections 3.1 {add other sections as applicable}, the Company shall cause written notice of such Call Price, Call Date and Call Terms {reference other items as applicable}, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in ________________ of such Call Price, Call Date, and Call Terms {reference other items as applicable}, as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of {Common Stock Stock} {Preferred Stock} or make any distribution (other than a cash dividend) to the holders of its shares of {Common Stock} {Preferred Stock}; or (b) the Company shall offer to the holders of its shares of {Common Stock Stock} {Preferred Stock} any additional shares of {Common Stock Stock} {Preferred Stock} or securities convertible into shares of {Common Stock Stock} {Preferred Stock} or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ______________________ of such event, such giving of notice and publication to be completed at least _________ calendar 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, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of an Exercise Price or the number of shares Warrant Shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to Section 3.2Company, the Company within _______ calendar days thereafter ten (10) Business Days thereafter, shall (ix) cause to be filed with the Warrant Agent a certificate signed by an Appropriate Officer of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the event giving rise to such adjustment and any new or amended exercise terms, including the applicable Exercise Price and either the number of shares of Common Stock and other securities or assets Warrant Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are madecalculation, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (iiy) cause direct the Warrant Agent to be given give written notice thereof to each of the registered holders of the Warrant Certificates Warrantholders at such holder's Warrantholder’s address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaidRegister. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7.515. The Warrant Agent shall have no obligation under any Section of this Agreement to determine whether such an adjustment event has occurred or to calculate any of the adjustments set forth herein. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction). If: (a) the Company shall declare proposes to take any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) action that would require an adjustment pursuant to the holders of its shares of Common StockSection 12; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); , then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall (ii) use commercially reasonable efforts to the extent permissible and practicable to cause written notice of such event to be given to each of the registered holders of the Warrant Certificates Warrantholders at such holder's Warrantholder’s address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed Register at least ________ calendar twenty (20) days prior to the date fixed as a record date or the effective date of closing such action (or at least ten (10) days prior to the transfer books applicable Record Date for such action if earlier). Notwithstanding the foregoing, it shall be sufficient for the determination of Company to notify Warrantholders if it files or furnishes a Form 8-K to the stockholders entitled to such dividend, distribution, SEC (if applicable) or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding uppublishes a press release. Such notice shall specify such record date or the proposed effective date of closing such action and, if applicable, the transfer books, as Record Date and the case may bematerial terms of such action. The failure to give the notice required by this Section 7.5 15 or any defect therein shall not affect the legality or validity of any action, distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding or of any Exercise Price, including any adjustment pursuant to Section 3.212, the Company Company, within _______ calendar 20 business days thereafter thereafter, shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the event giving rise to such adjustment, such Exercise Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders Holders of the Warrant Certificates at such holderHolder's address appearing on the Warrant Register 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 7.514. The Warrant Agent shall be fully protected in relying on good faith on any such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate. If: (a) the Company shall declare order, declare, make or pay any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) to the holders Holders of its shares of Common Stock; or, (b) the Company shall offer or grant to the holders Holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock or any right to subscribe thereto; , or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); ) shall be proposed, then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders Holders of the Warrant Certificates at such holderHolder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ New York City of such event, such giving of notice and publication to be completed at least ________ calendar 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, distribution or subscription rights, rights or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 14 or any defect therein shall not affect the legality or validity of any dividend, distribution, right, warrant, dissolution, subscription right, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares Shares purchasable upon exercise of each Warrant, the Exercise Warrant Price or the number of Warrants outstanding pursuant to Section 3.2outstanding, the Company within _______ 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Warrant Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the other provisions of this Section 7.53.10. The Company shall cause written notice of such later Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in New York City and in San Francisco of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least on week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock [Common/Preferred Stock] or make any distribution (other than a cash dividend) to the holders of its is shares of Common [Common/Preferred Stock; ], or (b) the Company shall offer to the holders of its shares of Common Stock [Common/Preferred Stock] any additional shares of Common Stock [Common/Preferred Stock] or securities convertible into shares of Common Stock [Common/Preferred Stock] or any right to subscribe thereto; , or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); then , (d) the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at as such holder's address appearing on the Warrant Register, by first-first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ New York City and in San Francisco of such event, such giving of notice and publication to be completed at least ________ 10 calendar days (or 20 calendar days in any case specified in clause (c) above) 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, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 3.10 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares of Common Stock purchasable upon exercise of each Warrant, the any Exercise Price or the number of Warrants outstanding including any adjustment pursuant to Section 3.22 thereof, the Company Company, within _______ calendar days thereafter one business day thereafter, shall (i) cause to be filed with the Warrant Agent a certificate of a firm the Chief Financial Officer of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the event giving rise to such adjustment, such Exercise Price and either the number of shares of Common Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register 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 7.514. If: (a) the Company shall declare If any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) to the holders of its shares of Common Stock; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than events set forth in connection with a consolidationSections 3 or 4 of the Warrant shall occur, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement as set forth in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ calendar days prior to the date fixed as a record date or the date of closing the transfer books for the determination Section 9 of the stockholders entitled to such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewithWarrant.

Notices to Warrantholders. Upon any adjustment of the number of shares Shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to Section 3.23.02, the Company within ___________ calendar days thereafter shall (i1) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of shares of Common Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are as made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii2) cause to be given to each of the registered holders of the Warrant Certificates at such holder's 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 part of the notice required to be mailed under the other provisions of this Section 7.57.05. Pursuant to Sections 3.01 [ADD OTHER SECTIONS AS APPLICABLE], the Company shall cause written notice of such Call Price, Call Date and Call Terms [REFERENCE OTHER ITEMS AS APPLICABLE], as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in ______________ of such Call Price, Call Date, and Call Terms [REFERENCE OTHER ITEMS AS APPLICABLE], as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) to the holders of its shares of Common Stock; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, or sale of all or substantially all of its property, assets, and business as an entirety); then the Company shall (i1) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii2) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least _________ calendar 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, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 7.05 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares Shares purchasable upon exercise of each Warrant, the Exercise Warrant Price or the number of Warrants outstanding pursuant to Section 3.2outstanding, the Company within _______ 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Warrant Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the other provisions of this Section 7.53.10. The Company shall cause written notice of such later Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in New York City and in San Francisco of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least on week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock [Class D Common/Preferred Stock] or make any distribution (other than a cash dividend) to the holders of its is shares of Common [Class D Common/Preferred Stock; ], or (b) the Company shall offer to the holders of its shares of Common Stock [Class D Common/Preferred Stock] any additional shares of Common Stock [Class D Common/Preferred Stock] or securities convertible into shares of Common Stock [Class D Common/Preferred Stock] or any right to subscribe thereto; , or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); then , (d) the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at as such holder's address appearing on the Warrant Register, by first-first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ New York City and in San Francisco of such event, such giving of notice and publication to be completed at least ________ 10 calendar days (or 20 calendar days in any case specified in clause (c) above) 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, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 3.10 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares Shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to Section 3.214, the Company within _______ 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-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 7.516. Pursuant to Sections 1, 6, 7 and 8, the Company shall cause written notice of such later Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in New York City and in Chicago of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) to the holders of its shares of Common Stock; , or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; , or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); , then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ New York City and in Chicago of such event, such giving of notice and publication to be completed at least ________ 10 calendar days (or 20 calendar days in any case specified in clause (c) above) 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, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 16 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. (A) Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Warrant Price or and the number of Warrants outstanding pursuant to Section 3.2Shares issuable on exercise of a Warrant, then and in each such case the Company within _______ calendar days thereafter shall (i) cause give written notice thereof to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by Agent, which notice shall state the Company (who may be Warrant Price resulting from such adjustment and the regular auditors of the Company) setting forth the Exercise Price and either increase or decrease, if any, in the number of shares of Common Stock and other securities or assets Shares purchasable at such price upon the exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding a Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation calculations and the facts upon which such adjustment are madecalculation is based. The Company shall also publish such notice once in two Authorized Newspapers. For the purpose of this Agreement, which certificate an Authorized Newspaper shall mean a newspaper customarily published on each business day, in one or more morning editions or one or more evening editions, or both (and whether or not it shall be conclusive evidence published in Saturday and Sunday editions or on holidays), printed in the English language and of general circulation in the Borough of Manhattan, City and State of New York. Failure to give or publish such notice, or any defect therein, shall not affect the legality or validity of the correctness subject adjustments. (B) Intentionally left blank. (C) Upon any redemption of the matters set forth thereinWarrants pursuant to Section 5 hereof, then and (ii) cause to be given to in each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-class mailcase, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the provisions of this Section 7.5. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) give written notice thereof to the holders of its shares of Common Stock; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or (c) there shall be a dissolutionWarrant Agent, liquidation or winding up of the Company (other than in connection with a consolidation, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with directions that the Warrant Agent and shall cause written send a copy of each such notice of such event to be given to each registered holder of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, Warrants by first-first class mail, postage prepaid, at his address appearing on the Warrant register as of the record date for the determination of the Warrantholders entitled to such documents, which notice shall state the terms for such redemption, setting forth in reasonable detail the procedure for redemption and the effect thereof. The Company shall also publish such notice once in two Authorized Newspapers, one of which shall be the Wall Street Journal. Failure to give or publish such notice, or any defect therein, shall not affect the legality or validity of the subject redemption. (iiD) make a public announcement in a daily newspaper The Company shall cause copies of general circulation in ___________________ of such eventall financial statements and reports, such giving of notice proxy statements and publication other documents as it shall send to its stockholders to be completed at least ________ calendar days prior to the date fixed as a record date or sent by first class mail, postage prepaid, on the date of closing mailing to such stockholders, to each registered holder of Warrants at his address appearing on the transfer books Warrant register as of the record date for the determination of the stockholders entitled to such dividend, distribution, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewithdocuments.

Notices to Warrantholders. Upon any adjustment of the number of shares Shares purchasable upon exercise of each Warrant, the Exercise Warrant Price or the number of Warrants outstanding pursuant to Section 3.2outstanding, the Company within _______ 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Warrant Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the other provisions of this Section 7.53.10. The Company shall cause written notice of such later Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in New York City and in San Francisco of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least on week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock {Common/Preferred Stock} or make any distribution (other than a cash dividend) to the holders of its is shares of Common {Common/Preferred Stock; }, or (b) the Company shall offer to the holders of its shares of Common Stock {Common/Preferred Stock} any additional shares of Common Stock {Common/Preferred Stock} or securities convertible into shares of Common Stock {Common/Preferred Stock} or any right to subscribe thereto; , or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); then , (d) the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at as such holder's address appearing on the Warrant Register, by first-first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ New York City and in San Francisco of such event, such giving of notice and publication to be completed at least ________ 10 calendar days (or 20 calendar days in any case specified in clause (c) above) 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, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 3.10 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. (a) Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the applicable Exercise Price or number of Warrant Shares issuable pursuant to Section 11 hereof, the Company shall as promptly as practicable (x) give a written certificate of the Company to the Warrant Agent of such adjustment or adjustments which certificate shall set forth for each series of Warrant (i) the number of Warrants outstanding pursuant to Section 3.2, Warrant Shares issuable upon the Company within _______ calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate exercise of a firm Warrant of independent public accountants of recognized standing selected by such series and the Company applicable Exercise Price after such adjustment, (who may be the regular auditors ii) a brief statement of the Companyfacts requiring such adjustment, (iii) setting forth the Exercise Price and either the number of shares of Common Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon computation by which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (iiy) cause to be given to each of the registered holders Holders of the Warrant Certificates at such holder's his address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaid. Where appropriateThe Warrant Agent shall be entitled to rely on the above-referenced certificate(s) and shall be under no duty or responsibility with respect to any such certificate(s), except to exhibit the same from time to time to any Holder desiring an inspection thereof during reasonable business hours. The Warrant Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require any adjustment of the number of Warrant Shares or other stock or property issuable on exercise of the Warrants or the applicable Exercise Price, or with respect to the nature or extent of any such notice adjustment when made, or with respect to the method employed in making such adjustment or the validity or value (or the kind or amount) of any Warrant Shares or other stock or property which may be given in advance and included as part issuable on exercise of the Warrants. The Warrant Agent shall not be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any Warrant Share or stock certificates or other stock, securities or property upon the exercise of any Warrant. (b) In addition to the notice requirements in Section 14(a), the Company will give to the Warrantholder all notices which are required to be mailed given by the Company under the provisions Restated Certificate of this Section 7.5. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) Incorporation to the holders of its shares of Common Preferred Stock; or. (bc) With respect to each series of Warrants, prior to the applicable Expiration Date, and for so long as such series of Warrants have not been exercised in full, in the event of: (i) any taking by the Company shall offer to of a record of the holders of its shares any class of Common Stock securities for the purpose of determining the holders thereof who are entitled to receive any additional shares of Common Stock dividend or securities convertible into shares of Common Stock other distribution, or any right to subscribe theretofor, purchase or otherwise acquire any shares of stock of any class or any other securities, indebtedness or property, or to receive any other right, option or warrant; or (cii) there shall be a dissolutionany capital reorganization of the Company, liquidation any reclassification or winding up recapitalization of the capital stock of the Company (other than a change in connection with a consolidation, mergerpar value, or sale from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination), any consolidation or merger involving the Company and any other party or any transfer of all or substantially all the assets of its propertythe Company to any other 731156.6 18 party or any tender offer or exchange offer by the Company for shares of Common Stock or Preferred Stock; or (iii) any voluntary or involuntary dissolution, assetsliquidation or winding-up of the Company, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each Warrantholder of the registered holders such series of the Warrant Certificates at such holderWarrantholder's 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-first class mail, postage prepaid, and a written notice stating (i) the date as of which the holders of record of shares of Common Stock or Preferred Stock are entitled to receive any such rights, options, warrants or distributions are to be determined, or (ii) make a public announcement the initial expiration date set forth in a daily newspaper any tender offer or exchange offer for shares of general circulation in ___________________ of such eventCommon Stock or Preferred Stock, such giving of notice and publication to be completed at least ________ calendar days prior to or (iii) the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to on which any such dividendreclassification, distributionconsolidation, or subscription rightsmerger, or for the determination of stockholders entitled to vote on such proposed conveyance, transfer, dissolution, liquidation or winding up. Such notice shall specify such record date up is expected to become effective or consummated, as well as the date as of closing which it is expected that the transfer booksholders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, as the case may beif any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up. The failure to give the notice required by this Section 7.5 14 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or liquidation, winding up or action, or the vote upon or any other action taken in connection therewithof the foregoing. (d) If there is any conversion adjustment under Section 6 of the Restated Certificate of Incorporation with respect to the Preferred Stock at any time from after the date hereof and prior to the Expiration Date, an adjustment shall be made to the number of shares of Preferred Stock issuable upon exercise of this Warrant as if this Warrant was exercised for Preferred Stock as of the date hereof.

Notices to Warrantholders. Upon any adjustment of the number of shares Shares purchasable upon exercise of each Warrant, the Exercise Warrant Price or the number of Warrants outstanding pursuant to Section 3.2outstanding, the Company within _______ 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Warrant Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's ’s address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the other provisions of this Section 7.53.10. IfThe Company shall cause written notice of any later Distribution Date, any later Expiration Date, any Call Price, Call Date and Call Terms and any Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder’s address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in New York City of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least once prior to the implementation of such terms. In addition, if: (a) the Company shall declare any dividend payable in any securities upon its shares of Common [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to the holders of its is shares of Common [Preferred][Class A Common][Class B Common] Stock; , or (b) the Company shall offer to the holders of its shares of Common [Preferred][Class A Common][Class B Common] Stock any additional shares of Common [Preferred][Class A Common][Class B Common] Stock or securities convertible into shares of Common [Preferred][Class A Common][Class B Common] Stock or any right to subscribe thereto; , or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); then , the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's ’s address appearing on the Warrant Register, by first-first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ 10 calendar days (or 20 calendar days in any case specified in clause (c) above) 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, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 3.10 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares purchasable upon exercise of each Warrant, the Exercise Price or the number of Warrants outstanding pursuant to Section 3.2, the Company within _______ calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Price and either the number of shares of Common Preferred Stock and other securities or assets purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-first- class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the provisions of this Section 7.5. Pursuant to Sections 3.1 [add other sections as applicable], the Company shall cause written notice of such Call Price, Call Date and Call Terms [reference other items as applicable], as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in __________ of such Call Price, Call Date, and Call Terms [reference other items as applicable], as the case may be, at least once a week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Preferred Stock or make any distribution (other than a cash dividend) to the holders of its shares of Common Preferred Stock; or (b) the Company shall offer to the holders of its shares of Common Preferred Stock any additional shares of Common Preferred Stock or securities convertible into shares of Common Preferred Stock or any right to subscribe thereto; or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, or sale of all substantially all of its property, assets, and business as an entirety); then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ calendar 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, or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of the number of shares Shares purchasable upon exercise of each Warrant, the Exercise Warrant Price or the number of Warrants outstanding pursuant to Section 3.2outstanding, the Company within _______ 20 calendar days thereafter shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the Exercise Warrant Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register written notice of such adjustments by first-first class mail, postage prepaid. Where appropriate, such notice may be given in advance and included as part of the notice required to be mailed under the other provisions of this Section 7.53.10. The Company shall cause written notice of such later Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, to be given as soon as practicable to the Warrant Agent and to each of the registered holders of the Warrant Certificates by first class mail, postage prepaid, at such holder's address appearing on the Warrant Register. In addition to the written notice referred to in the preceding sentence, the Company shall make a public announcement in a daily morning newspaper of general circulation in New York City and in Dallas of such earlier Distribution Date, such later Expiration Date, such Call Price, Call Date and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period, as the case may be, at least on week for two successive weeks prior to the implementation of such terms. If: (a) the Company shall declare any dividend payable in any securities upon its shares of Common Stock [Common/Preferred Stock] or make any distribution (other than a cash dividend) to the holders of its is shares of Common [Common/Preferred Stock; ], or (b) the Company shall offer to the holders of its shares of Common Stock [Common/Preferred Stock] any additional shares of Common Stock [Common/Preferred Stock] or securities convertible into shares of Common Stock [Common/Preferred Stock] or any right to subscribe thereto; , or (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); then , the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at as such holder's address appearing on the Warrant Register, by first-first class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ New York City and in Houston of such event, such giving of notice and publication to be completed at least ________ 10 calendar days (or 20 calendar days in any case specified in clause (c) above) 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, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 3.10 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.

Notices to Warrantholders. Upon any adjustment of (i) the number of shares Shares purchasable upon exercise of each Warrant, the (ii) any Exercise Price or (iii) the number of Warrants outstanding including any adjustment pursuant to Section 3.212, the Company Company, within _______ calendar 20 business days thereafter thereafter, shall (ix) cause to be filed with the Warrant Agent a certificate signed by an Appropriate Officer of a firm of independent public accountants of recognized standing selected by the Company (who may be the regular auditors of the Company) setting forth the event giving rise to such adjustment, such Exercise Price and either the number of shares of Common Stock and other securities or assets Shares purchasable upon exercise of each Warrant or the additional number of Warrants to be issued for each previously outstanding Warrant, as the case may be, after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such adjustment are was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (iiy) cause the Warrant Agent to be given give written notice to each of the registered holders of the Warrant Certificates Warrants at such holder's ’s address appearing on the Warrant Register written notice of such adjustments by first-class mail, postage prepaidRegister. Where appropriate, such notice may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 7.516. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent gross negligence, bad faith or willful misconduct (each as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction). If: (a) the Company shall declare order, declare, make or pay any dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend) to the holders of its shares of Common Stock; or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible into shares of Common Stock or any right to subscribe thereto; or; (c) there shall be a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, merger or sale of all or substantially all of its property, assets, assets and business as an entirety); or (d) a Change of Control Event or an Organic Change is to be consummated; then the Company shall (i) cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates Warrants at such holder's ’s address appearing on the Warrant Register, by first-class mail, postage prepaid, and (ii) make a public announcement in a daily newspaper of general circulation in ___________________ of such event, such giving of notice and publication to be completed at least ________ 10 calendar days (or 20 calendar days in any case specified in paragraphs (c) or (d) above) 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, distribution or subscription rights, or for the determination of stockholders entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 7.5 16 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith.