Common use of Notices to Warrantholders Clause in Contracts

Notices to Warrantholders. (a) Upon any adjustment of the number of Warrant Units pursuant to Section 5.01 hereof, the Partnership shall promptly thereafter cause to be delivered to each of the Holders written notice, by first-class mail, postage prepaid, setting forth the number of Warrant Units after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Units (or portion thereof) or other securities or property issuable after such adjustment, upon exercise of a Warrant. 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 5.03. (b) In case: (i) the Partnership shall authorize the issuance to all holders of Common Units of rights, options or warrants to subscribe for or purchase Common Units or of any other subscription rights or warrants; KE 47847727 137007356.2 (ii) the Partnership shall authorize the distribution to all holders of Common Units of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 5.01(a) hereof); (iii) of any reclassification or change of Common Units issuable upon exercise of the Warrants, or a tender offer or exchange offer for Common Units by the Partnership; (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Partnership; or (v) the Partnership proposes to take any action which would require an adjustment of the number of Warrant Units pursuant to Section 5.01 hereof; then the Partnership shall cause to be given to each of the Holders, at least 10 days prior to any applicable record date, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of Common Units to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Units, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of Common Units shall be entitled to exchange such units for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 5.03 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Warrantholders. (a) Upon any adjustment of the number of Warrant Units Exercise Price pursuant to Section 5.01 6.01 hereof, the Partnership shall promptly thereafter (i) cause to be delivered to each filed with the Warrant Agent a certificate of the Holders written notice, by first-class mail, postage prepaid, Chief Financial Officer of the General Partner setting forth the number of Warrant Units Exercise Price after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Units (or portion thereof) or other securities or property issuable after such adjustmentadjustment in the Exercise Price, upon exercise of a Warrant, which certificate shall be a rebuttable presumption of the correctness of the matters set forth therein, and (ii) cause to be given to each of the Holders 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 5.036.03. Until such certificate is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such adjustments have been made, and the Warrant Agent shall have no duty or obligation to investigate or confirm whether any of the Partnership’s determinations are accurate or correct. (b) In case: (i) the Partnership shall authorize the issuance to all holders of Common Units of rights, options or warrants to subscribe for or purchase Common Units or of any other subscription rights or warrants; KE 47847727 137007356.2; (ii) the Partnership shall authorize the distribution to all holders of Common Units of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 5.01(a6.01(a) hereof); (iii) of any reclassification or change of Common Units issuable upon exercise of the Warrants, or a tender offer or exchange offer for Common Units by the Partnership; (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Partnership; or (v) the Partnership proposes to take any action which would require an adjustment of the number of Warrant Units Exercise Price pursuant to Section 5.01 6.01 hereof; then the Partnership shall cause to be filed with the Warrant Agent and shall cause to be given to each of the Holders, at least 10 days prior to any applicable record date, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of Common Units to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Units, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of Common Units shall be entitled to exchange such units for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 5.03 6.03 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action. Until such written notice is received by the Warrant Agent, the Warrant Agent may presume conclusively for all purposes that no such events have occurred.

Notices to Warrantholders. (a) Upon any adjustment of the number of Warrant Units pursuant to Section 5.01 hereof, the Partnership shall promptly thereafter cause to be delivered to each of the Holders written notice, by first-class mail, postage prepaid, setting forth the number of Warrant Units after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Units (or portion thereof) or other securities or property issuable after such adjustment, upon exercise of a Warrant. 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 5.03. (b) In case: (i) the Partnership shall authorize the issuance to all holders of Common Units of rights, options or warrants to subscribe for or purchase Common Units or of any other subscription rights or warrants; KE 47847727 137007356.2; (ii) the Partnership shall authorize the distribution to all holders of Common Units of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 5.01(a) hereof); (iii) of any reclassification or change of Common Units issuable upon exercise of the Warrants, or a tender offer or exchange offer for Common Units by the Partnership; (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Partnership; oror KE 47847727 (v) the Partnership proposes to take any action which would require an adjustment of the number of Warrant Units pursuant to Section 5.01 hereof; then the Partnership shall cause to be given to each of the Holders, at least 10 days prior to any applicable record date, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of Common Units to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Units, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of Common Units shall be entitled to exchange such units for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 5.03 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Warrantholders. (a) Upon any adjustment of the number of Warrant Units pursuant to Section 5.01 hereof, the Partnership shall promptly thereafter cause to be delivered to each of the Holders written notice, by first-class mail, postage prepaid, setting forth the number of Warrant Units after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Units (or portion thereof) or other securities or property issuable after such adjustment, upon exercise of a Warrant. 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 5.03. (b) In case: (i) the Partnership shall authorize the issuance to all holders of Common Units of rights, options or warrants to subscribe for or purchase Common Units or of any other subscription rights or warrants; KE 47847727 137007356.2; (ii) the Partnership shall authorize the distribution to all holders of Common Units of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 5.01(a) hereof); (iii) of any reclassification or change of Common Units issuable upon exercise of the Warrants, or a tender offer or exchange offer for Common Units by the Partnership; (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Partnership; or (v) the Partnership proposes to take any action which would require an adjustment of the number of Warrant Units pursuant to Section 5.01 hereof; then the Partnership shall cause to be given to each of the Holders, at least 10 days prior to any applicable record date, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of Common Units to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Units, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of Common Units shall be entitled to exchange such units for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 5.03 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Warrantholders. (a) Upon any adjustment of the number of Warrant Units pursuant to Section 5.01 hereof, the Partnership shall promptly thereafter cause to be delivered to each of the Holders written notice, by first-class mail, postage prepaid, setting forth the number of Warrant Units after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Units (or portion thereof) or other securities or property issuable after such adjustment, upon exercise of a Warrant. 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 5.03.. KE 47847727 (b) In case: (i) the Partnership shall authorize the issuance to all holders of Common Units of rights, options or warrants to subscribe for or purchase Common Units or of any other subscription rights or warrants; KE 47847727 137007356.2; (ii) the Partnership shall authorize the distribution to all holders of Common Units of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 5.01(a) hereof); (iii) of any reclassification or change of Common Units issuable upon exercise of the Warrants, or a tender offer or exchange offer for Common Units by the Partnership; (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Partnership; or (v) the Partnership proposes to take any action which would require an adjustment of the number of Warrant Units pursuant to Section 5.01 hereof; then the Partnership shall cause to be given to each of the Holders, at least 10 days prior to any applicable record date, or promptly in the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of Common Units to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Units, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of Common Units shall be entitled to exchange such units for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up. The failure to give the notice required by this Section 5.03 or any defect therein shall not affect the legality or validity of any distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, or the vote upon any action.

Notices to Warrantholders. (a) Upon any adjustment of (i) the number of Warrant Units Shares purchasable upon exercise of each Warrant, (ii) the Exercise Price or (iii) the number of Warrants outstanding, including any adjustment pursuant to Section 5.01 hereof11, the Partnership Company, within 20 Business Days thereafter, shall promptly thereafter (x) cause to be delivered to each filed with the Warrant Agent a certificate signed by an Appropriate Officer of the Holders written notice, by first-class mail, postage prepaid, Company setting forth the event giving rise to such adjustment, such Exercise Price and either the number of Warrant Units 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 calculations are based adjustment was made, which certificate shall be conclusive evidence of the correctness of the matters set forth therein, and setting forth (y) direct the number Warrant Agent to give written notice to each of the registered Holders at such Holder’s address appearing on the Warrant Units (or portion thereof) or other securities or property issuable after such adjustment, upon exercise of a WarrantRegister. 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 5.03. 14. The Warrant Agent shall be fully protected in relying on any such certificate and in making any adjustment described therein and shall have no duty with respect to, and shall not be deemed to have knowledge of, any adjustment unless and until it shall have received such a certificate, in each case, absent fraud, recklessness, bad faith or willful misconduct (b) In caseeach as determined by a final non-appealable order, judgment, ruling or decree of a court of competent jurisdiction). If: (i) the Partnership shall authorize the issuance Company proposes to all holders of Common Units of rights, options or warrants take any action that would require an adjustment pursuant to subscribe for or purchase Common Units or of any other subscription rights or warrantsSection 11 hereof (unless no adjustment is required pursuant to Section 11(g) hereof); KE 47847727 137007356.2or (ii) the Partnership there shall authorize the distribution to all holders of Common Units of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 5.01(a) hereof); (iii) of any reclassification or change of Common Units issuable upon exercise of the Warrants, or be a tender offer or exchange offer for Common Units by the Partnership; (iv) of the voluntary or involuntary dissolution, liquidation or winding up of the Partnership; or Company (v) the Partnership proposes to take any action which would require other than in connection with a consolidation, merger or sale of all or substantially all of its property, assets and business as an adjustment of the number of Warrant Units pursuant to Section 5.01 hereof; entirety), then the Partnership 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 HoldersHolders at such Holder’s address appearing on the Warrant Register, such giving of notice to be completed at least 10 days Business Days prior to any the effective date of such action (or the applicable record datedate for such action if earlier). Such notice shall specify the proposed effective date of such action and, or promptly in if applicable, the case of events for which there is no record date, by first-class mail, postage prepaid, a written notice stating (x) the date as of which the holders of record of Common Units to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Units, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as material terms of which it is expected that holders of record of Common Units shall be entitled to exchange such units for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upaction. The failure to give the notice required by this Section 5.03 14 or any defect therein shall not affect the legality or validity of any action, distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, up or the vote upon or any actionother action taken in connection therewith.

Notices to Warrantholders. If: (a) Upon the Company shall declare any adjustment dividend payable in any securities upon its shares of Common Stock or make any distribution (other than a cash dividend declared in the ordinary course) to the holders of its shares of Common Stock, or (b) the Company shall offer to the holders of its shares of Common Stock any additional shares of Common Stock or securities convertible or exchangeable into shares of Common Stock or any right to subscribe for or purchase Common Stock, or (c) there shall be a dissolution, liquidation or winding up of the number Company (other than in connection with a consolidation, merger or sale of Warrant Units pursuant to Section 5.01 hereofall or substantially all of its property, assets and business as an entirety), or (d) the Partnership Company fixes a Reduced Exercise Price and Reduced Exercise Price Period, then the Company shall promptly thereafter cause written notice of such event to be delivered filed with the Warrant Agent and shall cause written notice of such event to be given to each of the Holders written noticeregistered holders of the Warrant Certificates at such holder's address appearing on the Warrants Register, by first-class mail, postage prepaid, setting forth the number such giving of Warrant Units after such adjustment and setting forth in reasonable detail the method of calculation and the facts upon which such calculations are based and setting forth the number of Warrant Units (or portion thereof) or other securities or property issuable after such adjustment, upon exercise of a Warrant. 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 5.03. (b) In case: completed (i) except in the Partnership shall authorize case of clause (d) above, at least ten (10) calendar days (or twenty (20) calendar days in any case specified in clause (c) above) prior to the issuance date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to all holders of Common Units of such dividend, distribution or subscription rights, options or warrants for the determination of stockholders entitled to subscribe for or purchase Common Units or of any other subscription rights or warrants; KE 47847727 137007356.2 (ii) the Partnership shall authorize the distribution to all holders of Common Units of evidences of its indebtedness or assets (other than dividends or distributions referred to in Section 5.01(a) hereof); (iii) of any reclassification or change of Common Units issuable upon exercise of the Warrants, or a tender offer or exchange offer for Common Units by the Partnership; (iv) of the voluntary or involuntary vote on such proposed dissolution, liquidation or winding up of the Partnership; or and (v2) the Partnership proposes to take any action which would require an adjustment of the number of Warrant Units pursuant to Section 5.01 hereof; then the Partnership shall cause to be given to each of the Holders, at least 10 days prior to any applicable record date, or promptly in the case of events for which there is no clause (d) above, as soon as practicable after such event. Such notice shall, as and if applicable, specify such record date, by first-class mail, postage prepaid, a written notice stating (x) date or the date of closing the transfer books, as of which the holders of record of Common Units to be entitled to receive any such rights, options, warrants or distribution are to be determined, (y) the initial expiration date set forth in any tender offer or exchange offer for Common Units, or (z) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of Common Units shall be entitled to exchange such units for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding upcase may be. The failure to give the notice required by this Section 5.03 15 or any defect therein shall not affect the legality or validity of any dividend, distribution, right, option, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up, up or the vote upon or any actionother action taken in connection therewith.