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 Warrant Price or the number of Warrants outstanding, 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 Warrant Price and either the number of 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 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 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 3.10. The 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 [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B Common] Stock, or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Stock any additional shares of [Preferred][Class A Common][Class B Common] Stock or securities convertible into shares of [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 or sale of all or substantially all of its property, assets and business as an entirety), the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant Register, by first class mail, postage prepaid, and make a public announcement 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 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 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 Warrant Exercise Price or the number of Warrants outstandingoutstanding pursuant to Section 14, 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 Warrant Exercise Price and either the number of 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 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 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 3.1016. The Pursuant to Sections 1, 6, 7 and 8, the Company shall cause written notice of any such later Distribution Date, any such later Expiration Date, any such Call Price, Call Date and Call Terms and any 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 '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. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to the holders of is its shares of [Preferred][Class A Common][Class B Common] Stock, or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Stock any additional shares of [Preferred][Class A Common][Class B Common] Stock or securities convertible into shares of [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 or sale of all or 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 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 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 3.10 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. Upon any adjustment of (i) the number of Shares purchasable upon exercise of each Warrant, the Warrant (ii) any Exercise Price or (iii) the number of Warrants outstandingoutstanding including any adjustment pursuant to Section 12, the Company Company, within 20 calendar 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 Warrant event giving rise to such adjustment, such Exercise Price and either the number of 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 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 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 3.1016. The Company Warrant Agent shall cause written notice of be fully protected in relying on any later Distribution Datesuch 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 later Expiration Dateadjustment unless and until it shall have received such a certificate, any Call Pricein each case, Call Date and Call Terms and any Reduced Exercise Price and Reduced Exercise Price Periodabsent gross negligence, bad faith or willful misconduct (each as the case may bedetermined by a final non-appealable order, to be given as soon as practicable to the Warrant Agent and to each judgment, ruling or decree of the registered holders a court of the Warrant Certificates by first class mail, postage prepaid, at such holder’s address appearing on the Warrant Registercompetent jurisdiction). 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, ifIf: (a) the Company shall declare order, declare, make or pay any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Common Stock or make any distribution (other than a cash dividend) to the holders of is its shares of [Preferred][Class A Common][Class B Common] Common Stock, ; or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Common Stock any additional shares of [Preferred][Class A Common][Class B Common] Common Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common] 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), ; or (d) a Change of Control Event or an Organic Change is to be consummated; then the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates Warrants at such holder’s address appearing on the Warrant Register, by first class mail, postage prepaid, and make a public announcement 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 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 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 3.10 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. Upon any adjustment of (i) the number of Shares purchasable upon exercise of each Warrant, the Warrant (ii) any Exercise Price or (iii) the number of Warrants outstandingoutstanding including any adjustment pursuant to Section 12, the Company Company, within 20 calendar days thereafter 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 Warrant event giving rise to such adjustment, such Exercise Price and either the number of 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 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 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 3.1016. The Company Warrant Agent shall cause written notice of be fully protected in relying on any later Distribution Datesuch 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 later Expiration Dateadjustment unless and until it shall have received such a certificate, any Call Pricein each case, Call Date and Call Terms and any Reduced Exercise Price and Reduced Exercise Price Periodabsent negligence, bad faith or willful misconduct (each as the case may bedetermined by a final non-appealable order, to be given as soon as practicable to the Warrant Agent and to each judgment, ruling or decree of the registered holders a court of the Warrant Certificates by first class mail, postage prepaid, at such holder’s address appearing on the Warrant Registercompetent jurisdiction). 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, ifIf: (a) the Company shall declare order, declare, make or pay any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Common Stock or make any distribution (other than a cash dividend) to the holders of is its shares of [Preferred][Class A Common][Class B Common] Common Stock, ; or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Common Stock any additional shares of [Preferred][Class A Common][Class B Common] Common Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common] 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), ; or (d) a Fundamental Change is to be consummated; then the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates Warrants at such holder’s address appearing on the Warrant Register, by first class mail, postage prepaid, and make a public announcement 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 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 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 3.10 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. Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Warrant Exercise Price or the number of Warrants outstandingoutstanding pursuant to Section 13, 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 Warrant Exercise Price and either the number of 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 was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) cause the Warrant Agent to be given give 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 a part of the notice required to be mailed under the other provisions of this Section 3.1015. The 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, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class Class A Common][Class B Common] Common Stock or make any distribution (other than a cash dividenddividend declared in the ordinary course) to the holders of is its shares of [Preferred][Class Class A Common][Class B Common] Common Stock, or (b) the Company shall offer to the holders of its shares of [Preferred][Class Class A Common][Class B Common] Common Stock any additional shares of [Preferred][Class Class A Common][Class B Common] Common Stock or securities convertible or exchangeable into shares of [Preferred][Class Class A Common][Class B Common] Common Stock or any right to subscribe theretofor or purchase Class A Common Stock, 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 (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 morning English language newspaper of general circulation in New York City, New York, and in a daily morning Norwegian language newspaper of general circulation in Oslo, Norway, 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 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 3.10 15 or any defect therein shall not affect the legality or validity of any dividend, distribution, right, option, warrant, dissolution, liquidation or winding up or the vote upon or any other action taken in connection therewith. If at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent whose name has changed may adopt the countersignature under its prior name; and if at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

Notices to Warrantholders. Upon any adjustment of the number of Shares shares of Common Stock purchasable upon exercise of each any Class B Warrant or the Exercise Price of any Class B Warrant, the Warrant Price or the number of Warrants outstandingincluding any adjustment pursuant to Section 13, the Company Company, within 20 twenty (20) calendar days thereafter thereafter, shall (i) prepare and deliver, or cause to be filed with prepared and delivered, to the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected signed by the Company (who may be the regular auditors of the Company) an Appropriate Officer setting forth the Warrant event giving rise to such adjustment, such Exercise Price and either the number of Shares shares of Common Stock purchasable upon exercise of each such Class B 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 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 Class B Warrants at such holder’s address appearing on the Warrant Register 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 3.10. The 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 Register15. In addition to the written notice referred to in the preceding sentence, event of: .1 any taking by the Company shall make of a public announcement in a daily morning newspaper record 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 [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to the holders of is shares any class of [Preferred][Class A Common][Class B Common] Stock, or (b) securities for the Company shall offer to purpose of determining the holders of its shares of [Preferred][Class A Common][Class B Common] Stock thereof who are entitled to receive any additional shares of [Preferred][Class A Common][Class B Common] Stock dividend or securities convertible into shares of [Preferred][Class A Common][Class B Common] Stock other distribution, or any right to subscribe theretofor, or (c) there shall be a dissolutionpurchase or otherwise acquire any shares of Capital Stock of any class or any other securities or property, liquidation or winding up to receive any other right; or .2 any capital reorganization of the Company, any reclassification or recapitalization of the Capital Stock of the Company (other than in connection with a consolidation, merger or sale any transfer of all or substantially all the assets of its property, assets and business as an entirety), the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each to, or any consolidation or merger of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant RegisterCompany with or into, by first class mail, postage prepaid, and make a public announcement of such event, such giving of notice and publication to be completed at least 10 calendar days (any other Person; or 20 calendar days in .3 any case specified in clause (c) above) prior to the date fixed as a record date voluntary 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 involuntary dissolution, liquidation or winding up. Such notice shall specify such record date or winding-up of the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 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.Company; or

Notices to Warrantholders. Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstanding, 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 Warrant Price and either the number of 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 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 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 3.10. The Company shall cause written notice of any such later Distribution Date, any such later Expiration Date, any such Call Price, Call Date and Call Terms and any 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 '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 once on week for two successive weeks prior to the implementation of such terms. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock or make any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B Common] /Preferred Stock], or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock any additional shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common/Preferred Stock] 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), 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 '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 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 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 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 Warrant any Exercise Price or the number of Warrants outstandingoutstanding including any adjustment pursuant to Section 12, the Company Company, within 20 calendar days thereafter (except as otherwise provided in Section 12(j)), shall (i) cause to be filed with the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected signed by the Company (who may be the regular auditors Chairman of the Company) Board, Chief Executive Officer, the President, any Vice President or Treasurer of the Company setting forth the Warrant event giving rise to such adjustment, such Exercise Price and either the number of 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 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 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 3.1014. The Company Warrant Agent shall cause written notice of be fully protected in relying in good faith on any later Distribution Datesuch 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 later Expiration Date, any Call Price, Call Date adjustment unless 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 until it shall have received such holder’s address appearing on the Warrant Registera certificate. 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, ifIf: (a) the Company shall declare order, declare, make or pay any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Common Stock or make any distribution (other than a cash dividend) to the holders of is its shares of [Preferred][Class A Common][Class B Common] Common Stock, ; or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Common Stock any additional shares of [Preferred][Class A Common][Class B Common] Common Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common] 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), ; or (d) 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 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 New York City of such event, and make prompt written notification thereof to the Warrant Agent, such giving of notice and publication to be completed at least 10 calendar days (or 20 calendar days in any case specified in clause paragraph (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 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 3.10 14 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 Warrant Exercise Price or the number of Warrants outstandingoutstanding pursuant to Section 3.2, 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 Warrant Exercise Price and either the number of Shares shares of 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 was 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 '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 3.107.5. The Pursuant to Sections 3.1 [add other sections as applicable], the Company shall cause written notice of any later Distribution Date, any later Expiration Date, any such Call Price, Call Date and Call Terms and any Reduced Exercise Price and Reduced Exercise Price Period[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 '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 Date, and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period[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. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Preferred Stock or make any distribution (other than a cash dividend) to the holders of is its shares of [Preferred][Class A Common][Class B Common] Preferred Stock, ; or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Preferred Stock any additional shares of [Preferred][Class A Common][Class B Common] Preferred Stock or securities convertible into shares of [Preferred][Class A Common][Class B 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 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 3.10 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 Warrant Exercise Price or the number of Warrants outstandingoutstanding pursuant to Section 3.2, 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 Warrant Exercise Price and either the number of Shares shares of 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 was 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 '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 3.107.5. The Pursuant to Sections 3.1 [add other sections as applicable], the Company shall cause written notice of any later Distribution Date, any later Expiration Date, any such Call Price, Call Date and Call Terms and any Reduced Exercise Price and Reduced Exercise Price Period[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 '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 Date, and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period[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. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Preferred Stock or make any distribution (other than a cash dividend) to the holders of is its shares of [Preferred][Class A Common][Class B Common] Preferred Stock, ; or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Preferred Stock any additional shares of [Preferred][Class A Common][Class B Common] Preferred Stock or securities convertible into shares of [Preferred][Class A Common][Class B 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 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 3.10 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 Warrant Exercise Price or the number of Warrants outstandingoutstanding pursuant to Section 3.2, 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 Warrant Exercise Price and either the number of Shares shares of {Common 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 was 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 '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 3.107.5. The Pursuant to Sections 3.1 {add other sections as applicable}, the Company shall cause written notice of any later Distribution Date, any later Expiration Date, any such Call Price, Call Date and Call Terms and any Reduced Exercise Price and Reduced Exercise Price Period{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 '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 Date, and Call Terms and such Reduced Exercise Price and Reduced Exercise Price Period{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. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Stock {Common Stock} {Preferred Stock} or make any distribution (other than a cash dividend) to the holders of is its shares of [Preferred][Class A Common][Class B Common] {Common Stock, } {Preferred Stock}; or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Stock {Common Stock} {Preferred Stock} any additional shares of [Preferred][Class A Common][Class B Common] Stock {Common Stock} {Preferred Stock} or securities convertible into shares of [Preferred][Class A Common][Class B Common] Stock {Common 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 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 3.10 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 of Common Stock purchasable upon exercise of each any Class B Warrant or the Exercise Price of any Class B Warrant, the Warrant Price or the number of Warrants outstandingincluding any adjustment pursuant to Section 13, the Company Company, within 20 twenty (20) calendar days thereafter thereafter, shall (i) prepare and deliver, or cause to be filed with prepared and delivered, to the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected signed by the Company (who may be the regular auditors of the Company) an Appropriate Officer setting forth the Warrant event giving rise to such adjustment, such Exercise Price and either the number of Shares shares of Common Stock purchasable upon exercise of each such Class B 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 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 Class B Warrants at such holder’s address appearing on the Warrant Register 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 3.10. The 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 Register15. 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, ifevent of: (a) any taking by the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to record of the holders of is any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of [Preferred][Class A Common][Class B Common] StockCapital Stock of any class or any other securities or property, or to receive any other right; or (b) any capital reorganization of the Company, any reclassification or recapitalization of the Capital Stock of the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Stock any additional shares of [Preferred][Class A Common][Class B Common] Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common] Stock or any right to subscribe theretotransfer of all or substantially all the assets of the Company to, or any consolidation or merger of the Company with or into, any other Person; or (c) there shall be a any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or (d) any proposed issue or grant by the Company (of any shares of Capital Stock of any class or any other than securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of Capital Stock of any class or any other securities, in connection with each case if such issuance or grant is reasonably likely to be at a consolidationprice below the Fair Market Value of the applicable securities, merger or sale of all or substantially all of its propertythen, assets and business as an entirety)in each such event, the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates Class B Warrants at such holder’s address appearing on the Warrant Register, by first first-class mail, postage post prepaid, and make a public announcement of specifying as applicable (x) the date on which any such event, such giving of notice and publication record is 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 taken for the determination purpose of the stockholders entitled to such dividend, distribution or subscription rightsright, and stating the amount and character of such dividend, distribution or for the determination of stockholders entitled to vote on such proposed dissolutionright, liquidation or winding up. Such notice shall specify such record date or (y) the date of closing the transfer bookson which any such reorganization, as the case may be. The failure to give the notice required by this Section 3.10 or any defect therein shall not affect the legality or validity of any distributionreclassification, rightrecapitalization, warranttransfer, consolidation, merger, dissolution, liquidation or winding winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (z) the vote upon amount and character of any Capital Stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the Persons or class of Persons to whom such proposed issue or grant is to be offered or made. Such notice shall be delivered by the Company as set forth above as soon as reasonably practicable prior to the date specified in such notice on which any other such action is to be taken; provided, however, that in no event shall the Company be required to deliver such notice (x) more than ten (10) Business Days prior to such specified date or (y) prior to the time the Company publicly discloses or is required by law (if required by law) to publicly disclose such event. Failure to give such notice shall not affect the validity of any action taken in connection therewithwith such proposed event.

Notices to Warrantholders. Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Warrant Exercise Price or the number of Warrants outstandingpursuant to Section 12, 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) selected by the Board of Directors of the Company setting forth the Warrant Exercise Price and either the number of 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 calculation is based and setting forth the number of Warrants to be issued under Subsection 11(f) hereof, or the number of shares of Common Stock (or portion thereof) purchasable upon exercise of a Warrant after such adjustment was madein the Exercise Price, 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 record of Warrant Certificates at such holder’s address their respective addresses appearing on the Warrant Register register written notice of such adjustments adjustment 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 3.1013. The Company shall cause written notice In the event 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, iffollowing: (a) the Company shall declare any dividend payable in any securities upon its authorize the issuance to all holders of shares of [Preferred][Class A Common][Class B Common] its Common Stock of rights or warrants to subscribe for or purchase shares of Common Stock or make of any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B Common] Stock, subscription rights or warrants; or (b) the Company shall offer authorize the distribution to the all holders of its shares of [Preferred][Class A Common][Class B Common] its Common Stock of evidences of its indebtedness or assets (other than cash dividends not exceeding $1.00 per share of Common Stock payable during any additional 12-month period or distributions or dividends payable in shares of [Preferred][Class A Common][Class B Common] Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common] Stock or any right to subscribe thereto, Common Stock); or (c) there shall be any consolidation or merger to which the Company is a party and for which 11 approval of any shareholders of the Company is required, or of the conveyance or transfer of the properties and assets of the Company as, or substantially as, an entirety, or of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of the Warrants (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); or (d) the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) the Company proposes to take any action (other than actions of the character described in connection with a consolidation, merger or sale Subsection 12(a) except as required under Subsection 13(c) above) which would require an adjustment of all or substantially all of its property, assets and business as an entirety), the Exercise Price pursuant to Section 12; then the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of record of the Warrant Certificates at such holder’s address their respective addresses appearing on the Warrant Registerregister, by first class mail, postage prepaid, and make a public announcement of such event, such giving of notice and publication to be completed at least 10 calendar 20 days (or 20 calendar ten days in any case specified in clause (ca) or (b) above) prior to the date fixed as a applicable record date or hereinafter specified, by first-class mail, postage prepaid, a written notice stating (i) the date as of closing which the transfer books for the determination holders of the stockholders record of shares of Common Stock to be entitled to receive any such dividend, distribution or subscription rights, warrants, or for distribution are to be determined, or (ii) the determination date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation, or winding up is expected to become effective, and the date as of stockholders which it is expected that holders of record of shares of Common Stock shall be entitled to vote on exchange their shares of Common Stock for securities or other property, if any, deliverable upon such proposed reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation 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 3.10 13 or any defect therein shall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation liquidation, or winding up up, or the vote upon or any other action taken in connection therewithsuch action.

Notices to Warrantholders. Upon any adjustment of the number of Shares shares of Common Stock purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstandingoutstanding or of any Exercise Price, including any adjustment pursuant to Section 12, the Company Company, within 20 calendar 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 Warrant event giving rise to such adjustment, such Exercise Price and either the number of 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 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 holder’s Holder's address appearing on the Warrant Register 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 3.1014. The Company Warrant Agent shall cause written notice of be fully protected in relying on good faith on any later Distribution Datesuch 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 later Expiration Date, any Call Price, Call Date adjustment unless 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 until it shall have received such holder’s address appearing on the Warrant Registera certificate. 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, ifIf: (a) the Company shall declare order, declare, make or pay any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Common Stock or make any distribution (other than a cash dividend) to the holders Holders of is shares of [Preferred][Class A Common][Class B Common] its Common Stock, or, (b) the Company shall offer or grant to the holders Holders of its shares of [Preferred][Class A Common][Class B Common] Common Stock any additional shares of [Preferred][Class A Common][Class B Common] Common Stock or securities convertible into or exchangeable for shares of [Preferred][Class A Common][Class B Common] 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)) 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 holder’s 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 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 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 3.10 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. (a) Upon any adjustment of the number of Warrant Shares purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstandingCompany, the Company within 20 calendar days thereafter ten (10) Business Days thereafter, shall (i) 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 Warrant event giving rise to such adjustment and any new or amended exercise terms, including such Exercise Price and either the number of 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 was madecalculation, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and (ii) 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 holderWarrantholder’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 3.10. The 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 [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B Common] Stock, or14. (b) 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, including to determine whether an adjustment event has occurred or to calculate any of the adjustments set forth herein, 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). (c) If: (i) the Company shall offer proposes to the holders of its shares of [Preferred][Class A Common][Class B Common] Stock take any additional shares of [Preferred][Class A Common][Class B Common] Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common] Stock or any right action that would require an adjustment pursuant to subscribe thereto, Section 11 hereof; or (cii) 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 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 holderWarrantholder’s address appearing on the Warrant Register, by first class mail, postage prepaid, and make a public announcement of such event, such giving of notice and publication to be completed at least 10 calendar days ten (or 20 calendar days in any case specified in clause (c10) above) Business Days prior to the effective date fixed as a record date of such action (or the date of closing the transfer books applicable 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 upaction if earlier). 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 3.10 14 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 purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstanding, 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 Warrant Price and either the number of 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 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 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 3.10. The Company shall cause written notice of any such later Distribution Date, any such later Expiration Date, any such Call Price, Call Date and Call Terms and any 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 '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 once on week for two successive weeks prior to the implementation of such terms. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B {Common] Stock /Preferred Stock} or make any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B {Common] /Preferred Stock}, or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B {Common] Stock /Preferred Stock} any additional shares of [Preferred][Class A Common][Class B {Common] Stock /Preferred Stock} or securities convertible into shares of [Preferred][Class A Common][Class B {Common] 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 or substantially all of its property, assets and business as an entirety), , (d) the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at as 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 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 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 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 of Common Stock purchasable upon exercise of each any Class A Warrant or the Exercise Price of any Class A Warrant, the Warrant Price or the number of Warrants outstandingincluding any adjustment pursuant to Section 13, the Company Company, within 20 twenty (20) calendar days thereafter thereafter, shall (i) prepare and deliver, or cause to be filed with prepared and delivered, to the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected signed by the Company (who may be the regular auditors of the Company) an Appropriate Officer setting forth the Warrant event giving rise to such adjustment, such Exercise Price and either the number of Shares shares of Common Stock purchasable upon exercise of each such Class A 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 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 Class A Warrants at such holder’s address appearing on the Warrant Register 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 3.10. The 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 Register15. 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, ifevent of: (a) any taking by the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to record of the holders of is any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of [Preferred][Class A Common][Class B Common] StockCapital Stock of any class or any other securities or property, or to receive any other right; or (b) any capital reorganization of the Company, any reclassification or recapitalization of the Capital Stock of the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Stock any additional shares of [Preferred][Class A Common][Class B Common] Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common] Stock or any right to subscribe theretotransfer of all or substantially all the assets of the Company to, or any consolidation or merger of the Company with or into, any other Person; or (c) there shall be a any voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or (d) any proposed issue or grant by the Company (of any shares of Capital Stock of any class or any other than securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of Capital Stock of any class or any other securities, in connection with each case if such issuance or grant is reasonably likely to be at a consolidationprice below the Fair Market Value of the applicable securities, merger or sale of all or substantially all of its propertythen, assets and business as an entirety)in each such event, the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates Class A Warrants at such holder’s address appearing on the Warrant Register, by first first-class mail, postage post prepaid, and make a public announcement of specifying as applicable (x) the date on which any such event, such giving of notice and publication record is 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 taken for the determination purpose of the stockholders entitled to such dividend, distribution or subscription rightsright, and stating the amount and character of such dividend, distribution or for the determination of stockholders entitled to vote on such proposed dissolutionright, liquidation or winding up. Such notice shall specify such record date or (y) the date of closing the transfer bookson which any such reorganization, as the case may be. The failure to give the notice required by this Section 3.10 or any defect therein shall not affect the legality or validity of any distributionreclassification, rightrecapitalization, warranttransfer, consolidation, merger, dissolution, liquidation or winding winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up and (z) the vote upon amount and character of any Capital Stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the Persons or class of Persons to whom such proposed issue or grant is to be offered or made. Such notice shall be delivered by the Company as set forth above as soon as reasonably practicable prior to the date specified in such notice on which any other such action is to be taken; provided, however, that in no event shall the Company be required to deliver such notice (x) more than ten (10) Business Days prior to such specified date or (y) prior to the time the Company publicly discloses or is required by law (if required by law) to publicly disclose such event. Failure to give such notice shall not affect the validity of any action taken in connection therewithwith such proposed event.

Notices to Warrantholders. Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Warrant Exercise Price or the number of Warrants outstanding, 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 Warrant Exercise Price and either the number of 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 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 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 3.10. The Company shall cause written notice of any such later Distribution Date, any such later Expiration Date, any such Call Price, Call Date and Call Terms and any 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 '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 once a week for two successive weeks prior to the implementation of such terms. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its ordinary shares of [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B Common] Stockits ordinary shares, or (b) the Company shall offer to the holders of its ordinary shares of [Preferred][Class A Common][Class B Common] Stock any additional ordinary shares of [Preferred][Class A Common][Class B Common] Stock or securities convertible into ordinary shares of [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 or sale of all or substantially all of its property, assets and business as an entirety), 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 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 shareholders entitled to such dividend, distribution or subscription rights, or for the determination of stockholders shareholders 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 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 Warrant Price or the number of Warrants outstanding, 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 Warrant Price and either the number of 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 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 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 3.10. The 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 [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B Common] Stock, or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common] Stock any additional shares of [Preferred][Class A Common][Class B Common] Stock or securities convertible into shares of [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 or sale of all or substantially all of its property, assets and business as an entirety), the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant Register, by first class mail, postage prepaid, and make a public announcement 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 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 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 of Common Stock purchasable upon exercise of each any Class A Warrant or the Exercise Price of any Class A Warrant, the Warrant Price or the number of Warrants outstandingincluding any adjustment pursuant to Section 13, the Company Company, within 20 twenty (20) calendar days thereafter thereafter, shall (i) prepare and deliver, or cause to be filed with prepared and delivered, to the Warrant Agent a certificate of a firm of independent public accountants of recognized standing selected signed by the Company (who may be the regular auditors of the Company) an Appropriate Officer setting forth the Warrant event giving rise to such adjustment, such Exercise Price and either the number of Shares shares of Common Stock purchasable upon exercise of each such Class A 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 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 Class A Warrants at such holder’s address appearing on the Warrant Register 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 3.10. The 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 Register15. In addition to the written notice referred to in the preceding sentence, event of: .1 any taking by the Company shall make of a public announcement in a daily morning newspaper record 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 [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) to the holders of is shares any class of [Preferred][Class A Common][Class B Common] Stock, or (b) securities for the Company shall offer to purpose of determining the holders of its shares of [Preferred][Class A Common][Class B Common] Stock thereof who are entitled to receive any additional shares of [Preferred][Class A Common][Class B Common] Stock dividend or securities convertible into shares of [Preferred][Class A Common][Class B Common] Stock other distribution, or any right to subscribe theretofor, or (c) there shall be a dissolutionpurchase or otherwise acquire any shares of Capital Stock of any class or any other securities or property, liquidation or winding up to receive any other right; or .2 any capital reorganization of the Company, any reclassification or recapitalization of the Capital Stock of the Company (other than in connection with a consolidation, merger or sale any transfer of all or substantially all the assets of its property, assets and business as an entirety), the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each to, or any consolidation or merger of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant RegisterCompany with or into, by first class mail, postage prepaid, and make a public announcement of such event, such giving of notice and publication to be completed at least 10 calendar days (any other Person; or 20 calendar days in .3 any case specified in clause (c) above) prior to the date fixed as a record date voluntary 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 involuntary dissolution, liquidation or winding up. Such notice shall specify such record date or winding-up of the date of closing the transfer books, as the case may be. The failure to give the notice required by this Section 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.Company; or

Notices to Warrantholders. Upon any adjustment of the number of Shares purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstanding, 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 Warrant Price and either the number of 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 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 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 3.10. The Company shall cause written notice of any such later Distribution Date, any such later Expiration Date, any such Call Price, Call Date and Call Terms and any 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 '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 once on week for two successive weeks prior to the implementation of such terms. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Class D Common/Preferred Stock] Stock or make any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B Class D Common] /Preferred Stock], or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Class D Common/Preferred Stock] Stock any additional shares of [Preferred][Class A Common][Class B Class D Common/Preferred Stock] Stock or securities convertible into shares of [Preferred][Class A Common][Class B Class D Common/Preferred Stock] 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), , (d) the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at as 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 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 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 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 applicable Exercise Price or number of Warrant Shares purchasable upon exercise of each Warrantissuable pursuant to Section 11 hereof, the Company shall as promptly as practicable (x) give a written certificate of the Company to the Warrant Price Agent of such adjustment or adjustments which certificate shall set forth for each series of Warrant (i) the number of Warrants outstanding, Warrant Shares issuable upon the Company within 20 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 Warrant Price and either the number of 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 computation by which such adjustment 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 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 notice required to be mailed under the other provisions of this Section 3.10Warrants. The Warrant Agent shall not be responsible for any failure of the Company shall cause written notice 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 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. Warrant. (b) In addition to the written notice referred to requirements in the preceding sentenceSection 14(a), 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 will give to the implementation of such terms. In addition, if: (a) Warrantholder all notices which are required to be given by the Company shall declare any dividend payable in any securities upon its shares under the Restated Certificate of [Preferred][Class A Common][Class B Common] Stock or make any distribution (other than a cash dividend) Incorporation to the holders of is shares of [Preferred][Class A Common][Class B 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 [Preferred][Class A Common][Class B Common] Stock securities for the purpose of determining the holders thereof who are entitled to receive any additional shares of [Preferred][Class A Common][Class B Common] Stock dividend or securities convertible into shares of [Preferred][Class A Common][Class B 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 par value, or from par value to no par value, or from no par value to par value, or as a consolidationresult of a subdivision or combination), any consolidation or merger involving the Company and any other party or sale 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, assets and business as an entirety)liquidation or winding-up of the Company, then the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each Warrantholder of the registered holders such series of the Warrant Certificates at such holder’s Warrantholder'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 class mail, postage prepaid, and make a public announcement 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 eventrights, such giving of notice and publication options, warrants or distributions are to be completed at least 10 calendar days determined, or (or 20 calendar days ii) the initial expiration date set forth in any case specified in clause tender offer or exchange offer for shares of Common Stock or Preferred Stock, or (ciii) 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 on which any such dividendreclassification, distribution or subscription rightsconsolidation, or for the determination of stockholders entitled to vote on such proposed merger, 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 3.10 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 purchasable upon exercise of each Warrant, the Warrant Price or the number of Warrants outstanding, 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 Warrant Price and either the number of 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 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 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 3.10. The Company shall cause written notice of any such later Distribution Date, any such later Expiration Date, any such Call Price, Call Date and Call Terms and any 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 '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 once on week for two successive weeks prior to the implementation of such terms. In addition, ifIf: (a) the Company shall declare any dividend payable in any securities upon its shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock or make any distribution (other than a cash dividend) to the holders of is shares of [Preferred][Class A Common][Class B Common] /Preferred Stock], or (b) the Company shall offer to the holders of its shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock any additional shares of [Preferred][Class A Common][Class B Common/Preferred Stock] Stock or securities convertible into shares of [Preferred][Class A Common][Class B Common/Preferred Stock] 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), , (d) the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered holders of the Warrant Certificates at as 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 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 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 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.