Common use of NOTIFICATIONS BY THE COMPANY Clause in Contracts

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposes: (a) to pay any dividend payable in stock (of any class or classes); (b) to effect any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (c) to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more such cases, the Company shall give written notice to the registered holder of this Warrant of the date on which: (i) the transfer books of the Company shall close or a record date shall be taken for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, or shall be entitled to vote on or exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 days prior to such date on which the transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior thereto.

NOTIFICATIONS BY THE COMPANY. In case If at any time the Company proposestime: (a) to pay the Company shall declare upon the Common Stock any dividend payable in stock (or other distribution to the holders of any class or classes)the Common Stock; (b) the Company shall make an offer for subscription pro rata to effect the holders of the Voting Common Stock and/or Nonvoting Common Stock of any additional shares of stock of any class or other rights; (c) the Board of Directors of the Company shall authorize (whether definitively or subject to any conditions) any capital reorganization or of the Company, any reclassification of the capital stock of the Company, any statutory exchange or any consolidation of the Company or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orPerson; (cd) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (e) the Company shall become subject to involuntary dissolution, liquidation or winding-up; then, in any one or more of such cases, the Company shall give written notice thereof to the each registered holder Holder of this Warrants or Warrant of the date on which: Shares, specifying (i) the transfer date on which the books of the Company shall close or a record date shall be taken for such dividend; , distribution or subscription rights or (ii) a record the date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at on which any such proposed reorganization, reclassification, statutory exchange, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take placeplace or be voted upon by shareholders of the Company, as the case may be. Such Any such notice under subsections (a) through (e) of this Section 8 shall also specify the date as of which the holders of record of the Voting Common Stock of record and/or Nonvoting Common Stock shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Voting Common Stock and/or Nonvoting Common Stock for securities or other property deliverable upon such reorganization, reclassification, statutory exchange, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up, as the case may be. Such written ; such notice shall be given not less than 10 thirty (30) and not more than fifty (50) days prior to the action in question (except in the case of notice for actions under Section 8(e), which notice shall be promptly following such action) and not less than thirty (30) and not more than fifty (50) days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may beare closed in respect thereto, and such notice may shall state that any such the action will be taken only if certain events specified in such notice (such as question or the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act or an affirmative to a favorable vote of stockholders) occur prior theretoshareholders, if either is required.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposes: (a) to pay any dividend payable in stock (of any class or classes); (b) to effect any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (c) to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more such cases, the Company shall give written notice to the registered holder Holder of this Warrant of the date on which: (i) the transfer books of the Company shall close or a record date shall be taken for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders Holders of Common Stock of record shall participate in such dividend, or shall be entitled to vote on or exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 days prior to such date on which the transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior thereto.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a1) the Company shall declare upon shares of Stock any dividend or other distribution (other than cash dividends which are not in a greater amount per share than the most recent cash dividend, if any) to pay the holders of shares of Stock; (2) the Company shall make an offer for subscription pro rata to the holders of shares of Stock of any dividend payable in stock (additional shares of Stock of any class or classes)other rights; (b3) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationperson; (4) the Board of Directors of the Company shall authorize (whether definitively or subject to any conditions) a voluntary dissolution, liquidation or winding up of the Company; or (c5) the Company shall become subject to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Companyup; then, in any one or more of such cases, the Company shall give written notice to the registered holder of this Warrant of the date on which: which (ia) the transfer books of the Company shall close or a record date shall be taken set for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassificationdistribution or subscription rights, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iiib) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take placeplace or be voted upon by the shareholders of the Company, as the case may be. Such notice shall also specify the date as of which the holders of Common record of shares of Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Common shares of Stock or securities for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 30 and not more than 90 days prior to such the action in question and not less than 30 and not more than 90 days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may beare closed in respect thereto, and such notice may shall state that any such the action will be taken only if certain events specified in such notice (such as question or the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act, or an affirmative to a favorable vote of stockholders) occur prior theretoshareholders, if either is required.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a1) to pay the Company shall declare any dividend payable in Common Shares or any distribution (other than cash dividends which are not in a greater amount per share than most recent cash dividend) to the holders of the Common Shares; (2) the Company shall make an offer for subscription pro rata to the holders of its Common Shares of any additional shares of stock (of any class or classes)other rights; (b3) to effect there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (c4) to effect there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of such cases, the Company shall give written notice to the registered holder Warrantholder of this Warrant of the date on which: which (ia) the transfer books of the Company shall close or a record date shall be taken for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassificationdistribution or subscription rights, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iiib) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock Shares of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation liquidation, or winding-up, winding up as the case may be. Such written notice shall be given not less than 10 days and not more than 90 days prior to such the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, are closed in respect thereto and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act, or an affirmative to a favorable vote of stockholders) occur prior thereto, if either is required.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a1) the Company shall declare upon the Common Stock any dividend or other distribution (except out of current earnings, retained earnings or earned surplus) to pay the holders of the Common Stock; (2) the Company shall make an offer for subscription pro rata to the holders of the Common Stock of any dividend payable in additional shares of stock (of any class or classes)other rights; (b3) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orPerson; (c4) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (5) the Company shall become subject to involuntary dissolution, liquidation or winding-up; then, in any one or more each of such cases, the Company shall give written notice to the registered holder of this Amended and Restated Warrant of the date on which: which (ia) the transfer books of the Company shall close or a record date shall be taken for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassificationdistribution or subscription rights, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iiib) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take placeplace or be voted upon by stockholders of the Company, as the case may be. Such notice shall also specify the date as of which the holders of record of shares of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their shares of the Common Stock or securities for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 30 and not more than 90 days prior to such the action in question and not less than 30 days and not more than 90 days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, are closed in respect thereto and such notice may shall state that any such the action will be taken only if certain events specified in such notice (such as question or the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act, or an affirmative to a favorable vote of stockholders) occur prior thereto, if either is required.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a1) to pay the Company shall declare any dividend payable in Common Shares or any distribution (other than cash dividends which are not in a greater amount per share than most recent cash dividend) to the holders of the Common Shares; (2) the Company shall make an offer for subscription pro rata to the holders of its Common Shares of any additional shares of stock (of any class or classes)other rights; (b3) to effect there shall be any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (c4) to effect there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of such cases, the Company shall give written notice to the registered holder Warrantholder of this Warrant of the date on which: which (ia) the transfer books of the Company shall close or a record date shall be taken for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassificationdistribution or subscription rights, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iiib) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock Shares of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation liquidation, or winding-up, winding up as the case may be. Such written notice shall be given not less than 10 days prior to such date on which the transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior thereto.less

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a) the Company shall propose to pay make any dividend payable in stock (distribution to the holders of any class or classes)Series A Preferred Stock; (b) the Company shall make an offer for subscription pro rata to effect the holders of its Series A Preferred Stock of any capital reorganization or reclassification of the capital stock additional securities of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or; (c) to effect a voluntary or involuntary there shall be any reorganization, merger, consolidation, liquidation, dissolution, liquidation sale of assets, equity financing or winding-up other transaction which would result in any obligation of the CompanyCompany to redeem outstanding shares of Series A Preferred Stock, or to make a distribution to holders of Series A Preferred Stock; then, in any one or more of such cases, the Company shall give written notice to the registered holder of this Warrant Warrantholder of the date on which: which (i) the transfer books of the Company shall close close, or a record date shall be taken for such dividend; distribution or subscription rights, or (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassificationmerger, consolidation, mergerliquidation, dissolution, sale of assets, dissolution, liquidation equity financing or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up other transaction shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Series A Preferred Stock of record shall participate in such dividenddistribution or subscription rights, or shall be entitled to vote on or exchange their Common Series A Preferred Stock for securities or other property deliverable upon any such reorganization, reclassificationmerger, consolidation, mergerliquidation, dissolution, sale of assets, dissolution, liquidation equity financing or winding-upother transaction, as the case may be. Such written notice shall be given not less than 10 30 days and not more than 90 days prior to such the action in question and not less than 30 days and not more than 90 days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, are closed in respect thereto and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act, or an affirmative to a favorable vote of stockholders) occur prior theretothe shareholders of the Company, if either is required.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposes: (a) to pay any dividend payable in stock (of any class or classes)) or make any distribution to the holders of the Common Stock; (b) to make an offer for subscription pro rata to the holders of Common Stock of any additional shares of stock of any class or other rights or to grant to the holders of Common Stock generally any rights, warrants or options; (c) to effect any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (cd) to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more such cases, the Company shall give written notice to the registered holder of this Warrant of the date on which: (i) the transfer books of the Company shall close or a record date shall be taken for such dividend, distribution, subscription rights or grant; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution, subscription rights or grant, or shall be entitled to vote on or exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 30 days and not more than 60 days prior to such date on which the transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior thereto.

NOTIFICATIONS BY THE COMPANY. In case If at any time the Company proposestime: (a) to pay the Company shall declare upon the Common Stock any dividend payable in stock (or other distribution to the holders of any class or classes)the Common Stock; (b) the Company shall make an offer for subscription pro rata to effect the holders of the Common Stock of any additional shares of stock of any class or other rights; (c) the Board of Directors of the Company shall authorize (whether definitively or subject to any conditions) any capital reorganization or of the Company, any reclassification of the capital stock of the Company, any statutory exchange or any consolidation of the Company or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orPerson; (cd) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (e) the Company shall become subject to involuntary dissolution, liquidation or winding-up; then, in any one or more of such cases, the Company shall give written notice thereof to the each registered holder Holder of this Warrants or Warrant of the date on which: Shares, specifying (i) the transfer date on which the books of the Company shall close or a record date shall be taken for such dividend; , distribution or subscription rights or (ii) a record the date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at on which any such proposed reorganization, reclassification, statutory exchange, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take placeplace or be voted upon by stockholders of the Company, as the case may be. Such Any such notice under subsections (a) through (e) of this section shall also specify the date as of which the holders of record of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, statutory exchange, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up, as the case may be. Such written ; such notice shall be given not less than 10 thirty (30) and not more than fifty (50) days prior to the action in question (except in the case of notice for actions under Section 8(e), which notice shall be promptly following such action) and not less than thirty (30) and not more than fifty (50) days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may beare closed in respect thereto, and such notice may shall state that any such the action will be taken only if certain events specified in such notice (such as question or the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act or an affirmative to a favorable vote of stockholders) occur prior thereto, if either is required.

NOTIFICATIONS BY THE COMPANY. In As long as any Warrant is outstanding, in case at any time the Company proposes: (a) to pay any dividend payable in stock (of any class or classes);) or in Convertible Securities upon Common Stock or make any distribution to the holders of the Common Stock; or (b) to make an offer for subscription pro rata to the holders of Common Stock of any additional shares of stock of any class or other rights or to grant to the holders of Common Stock generally any rights, warrants or options; or (c) to effect any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (cd) to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more such cases, the Company shall give written notice to the registered holder of this Warrant each Warrantholder of the date on which: which (i) the transfer books of the Company shall close or a record date shall be taken for such dividend; , distribution, subscription rights or grant, or (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; , or (iii) such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution, subscription rights or grant, or shall be entitled to vote on or exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 20 days and not more than 60 days prior to such date on which the transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior thereto.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposes: (a) to pay any dividend payable in stock (of any class or classes);) or in Convertible Securities upon Common Stock or make any distribution to the holders of the Common Stock; or (b) to make an offer for subscription pro rata to the holders of Common Stock of any additional shares of stock of any class or other rights or to grant to the holders of Common Stock generally any rights, warrants or options; or (c) to effect any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (cd) to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more such cases, the Company shall give written notice to the registered holder of this Warrant of the date on which: which (i) the transfer books of the Company shall close or a record date shall be taken for such dividend; , distribution, subscription rights or grant, or (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; , or (iii) such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution, subscription rights or grant, or shall be entitled to vote on or exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 20 days and not more than 60 days prior to such date on which the transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior thereto.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company ---------------------------- proposes: (a) to pay any dividend payable in stock (of any class or classes);) or in Convertible Securities upon Common Stock or make any distribution to the holders of the Common Stock; or (b) to make an offer for subscription pro rata to the holders of Common Stock of any additional shares of stock of any class or other rights or to grant to the holders of Common Stock generally any rights, warrants or options; or (c) to effect any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (cd) to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more such cases, the Company shall give written notice to the registered holder of this Warrant of the date on which: which (i) the transfer books of the Company shall close or a record date shall be taken for such dividend; , distribution, subscription rights or grant, or (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; , or (iii) such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution, subscription rights or grant, or shall be entitled to vote on or exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 30 days and not more than 60 days prior to such date on which the transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior thereto.

NOTIFICATIONS BY THE COMPANY. In case at any time time: ---------------------------- (1) the Company proposes:shall declare upon shares of Stock any dividend or other distribution (other than cash dividends which are not in a greater amount per share than the most recent cash dividend, if any) to the holders of shares of Stock; (a2) the Company shall make an offer for subscription PRO RATA to pay the holders of shares of Stock of any dividend payable in stock (additional shares of Stock of any class or classes)other rights; (b3) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationperson; (4) the Board of Directors of the Company shall authorize (whether definitively or subject to any conditions) a voluntary dissolution, liquidation or winding up of the Company; or (c5) the Company shall become subject to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Companyup; then, in any one or more of such cases, the Company shall give written notice to the registered holder of this Warrant of the date on which: which (ia) the transfer books of the Company shall close or a record date shall be taken set for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassificationdistribution or subscription rights, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iiib) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take placeplace or be voted upon by the shareholders of the Company, as the case may be. Such notice shall also specify the date as of which the holders of Common record of shares of Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Common shares of Stock or securities for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 30 and not more than 90 days prior to such the action in question and not less than 30 and not more than 90 days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may beare closed in respect thereto, and such notice may shall state that any such the action will be taken only if certain events specified in such notice (such as question or the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act, or an affirmative to a favorable vote of stockholders) occur prior theretoshareholders, if either is required.

NOTIFICATIONS BY THE COMPANY. In case at any ---------------------------- time while the Option is exercisable: (i) the Company proposes: (a) to shall pay any dividend payable in stock upon Company Common Stock or make any distribution (other than cash dividends payable out of any class or classes); (bnet earnings after taxes for the prior fiscal year) to effect the holders of Company Common Stock; (ii) there shall be any capital reorganization or reorganization, reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or or (ciii) to effect there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; , then, in any one or more of such cases, the Company shall give written notice to the registered holder of this Warrant Optionee of the date on which: which (ia) the transfer books of the Company shall close close, or a record date shall be taken for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganizationdividend or distribution, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iiib) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Company Common Stock of record shall participate in such dividenddividend or distribution and any adjustment of the kind and number of Option Shares and of the Purchase Price required by any such event, or shall be entitled to vote on or exchange their Company Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation liquidation, or winding-up, as the case may be. Such written notice shall be given not less than 10 20 days and not more than 90 days prior to such the action in question and not less than 20 days and not more than 90 days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, are closed in respect thereto and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act of 1933, or an affirmative to a favorable vote of stockholders) occur prior thereto, if either is required.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a) to pay the Company shall declare any dividend payable in stock upon any of the Warrant Securities or make any distribution (other than cash dividends which are not in a greater amount per share than the most recent cash dividend or, with respect to the Series B Preferred Stock, the stated dividend rate thereof) to the holders of any class or classes)of the Warrant Securities; (b) the Company shall propose to effect make an offer for subscription pro rata to the holders of any capital reorganization or reclassification of the capital its Warrant Securities of any additional shares of stock of the Company, any class or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orother rights; (c) there shall be proposed any other transaction of a type referred to effect in Section 4 hereof, and (d) there shall be proposed a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of such cases, the Company shall give written notice to the registered holder of this Warrant Holder of the date on which: which (i) the transfer books of the Company shall close or a record date shall be taken for such dividend; , distribution, subscription rights, or other transaction, and (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, other transaction, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock record of record such shares of Warrant Securities shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Common Stock for Warrant Securities for, or receive in respect of their Warrant Securities, securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation other transaction, liquidation, or winding-up, as the case may be. Such written notice shall be given not less than 10 five (5) Business days prior to such date on which the transfer books taking of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior theretoquestion.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a1) the Company shall declare upon shares of Stock any dividend or other distribution (other than cash dividends which are not in a greater amount per share than the most recent cash dividend, if any) to pay the holders of shares of Stock; (2) the Company shall make an offer for subscription PRO RATA to the holders of shares of Stock of any dividend payable in stock (additional shares of Stock of any class or classes)other rights; (b3) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationperson; (4) the Board of Directors of the Company shall authorize (whether definitively or subject to any conditions) a voluntary dissolution, liquidation or winding up of the Company; or (c5) the Company shall become subject to effect a voluntary or involuntary dissolution, liquidation or winding-up of the Companyup; then, in any one or more of such cases, the Company shall give written notice to the registered holder of this Warrant of the date on which: which (ia) the transfer books of the Company shall close or a record date shall be taken set for such dividend; (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassificationdistribution or subscription rights, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iiib) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take placeplace or be voted upon by the shareholders of the Company, as the case may be. Such notice shall also specify the date as of which the holders of Common record of shares of Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Common shares of Stock or securities for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 30 and not more than 90 days prior to such the action in question and not less than 30 and not more than 90 days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may beare closed in respect thereto, and such notice may shall state that any such the action will be taken only if certain events specified in such notice (such as question or the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act, or an affirmative to a favorable vote of stockholders) occur prior theretoshareholders, if either is required.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a1) to pay the Company shall declare upon the Common Shares any dividend payable in or other distribution to the holders of the Common Shares; (2) the Company shall offer to the holders of the Common Shares a right of subscription for any additional shares of capital stock (of any class or classes)other rights; (b3) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; orassets; (c4) the Board of Directors of the Company shall authorize (whether definitively or subject to effect any conditions) a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (5) the Company shall become subject to involuntary dissolution, liquidation or winding-up; then, in any one or more of such cases, the Company shall give written notice to the registered holder of this Warrant Holder of the date on which: which (ia) the transfer books of the Company shall close or a record date shall be taken for such dividend; , distribution or subscription rights or (iib) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take placeplace or be voted upon by the shareholders of the Company, as the case may be. Such notice shall also specify the date as of which the holders of record of the Common Stock of record Shares shall participate in such dividend, distribution or subscription rights, or shall be entitled to vote on or exchange their Common Stock Shares or securities for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-winding up, as the case may be. Such written notice shall be given not less than 10 thirty (30) nor more than ninety (90) days prior to such the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may beare closed in respect thereto, and such notice may shall state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act, or to a favorable vote of the shareholders, if either is required. The Company shall also mail to the Holder notices and other documentation of any kind sent to the shareholders of the Company at the same time any such action will be taken only if certain events specified in notice or documentation is sent to such notice (such as the clearing of proxy material by the Commission or an affirmative vote of stockholders) occur prior theretoshareholders.

NOTIFICATIONS BY THE COMPANY. In case at If any time prior to the Company proposes---------------------------- expiration of this Warrant: (ai) to pay the Company pays any dividend payable in stock upon the Common Stock or makes any distribution (other than ordinary cash dividends payable out of any class earnings or classes)surplus legally available for dividends) to the holders of the Common Stock; (bii) to effect there is any capital reorganization reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or; (ciii) to effect there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more such cases, or (iv) the Endo Warrants shall have become exercisable pursuant to the Endo Warrant Agreement; the Company shall give written notice of such action to the registered holder of this Warrant Holder and, if applicable, notice of the date on which: (i) which the transfer books of the Company shall close or a record date shall be taken for such dividend; (ii) a record dividend or distribution, the date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at on which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assetssale, conversion, dissolution, liquidation or winding-up shall take placeplace or the date on which the Endo Warrants became exercisable, as the case may be. Such With respect to clauses (i), (ii) and (iii) above, such notice shall also specify the date as of which the holders of Common Stock the Company's capital stock of record shall participate in such dividenddividend or distribution, or shall be entitled to vote on or exchange their Common Stock for capital stock or securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale, conversion, dissolution, liquidation or winding-up, as the case may be. Such written With respect to clauses (i), (ii) and (iii) above, such notice shall be given not less than 20 days prior to the action in question and not less than 10 days prior to such the record date or the date on which the Company's transfer books of the Company shall close or a record date are closed in respect thereto. With respect to clause (iv) above, such notice shall be taken or any event shall occur, as given not less than 15 days after the case may be, and such notice may state that any such action will be taken only if certain events specified in such notice (such as date on which the clearing of proxy material by Endo Warrants become exercisable pursuant to the Commission or an affirmative vote of stockholders) occur prior theretoEndo Warrant Agreement.

NOTIFICATIONS BY THE COMPANY. In case at any time the Company proposestime: (a) the Company shall make any distribution to pay any dividend payable in stock (the holders of any class Preferred Stock or classes)Common Stock; (b) the Company shall make an offer for subscription pro rata to effect the holders of its Preferred Stock or Common Stock of any additional securities of the Company; (c) there shall be any capital reorganization or reorganization, reclassification of the capital stock shams of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporationa corporation or other entity; or (cd) to effect there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of such cases, the Company shall give written notice to the registered holder of this Warrant Warrantholder of the date on which: which (i) the transfer books of the Company shall close close, or a record date shall be taken for such dividend; distribution or subscription rights, or (ii) a record date shall be taken to determine stockholders entitled to notice of and to vote at any meeting of stockholders at which any such proposed reorganization, reclassification, consolidation, merger, sale of assets, dissolution, liquidation or winding-up is to be considered; or (iii) such reorganization, reclassification, consolidation, merger, sale of assetssale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Preferred Stock or Common Stock of record shall participate in such dividenddistribution or subscription rights, or shall be entitled to vote on or exchange their Preferred Stock or Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale of assetssale. dissolution. liquidation, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given not less than 10 30 days and not more than 90 days prior to such the action in question and not less than 30 days and not more than 90 days prior to the record date or the date on which the Company's transfer books of the Company shall close or a record date shall be taken or any event shall occur, as the case may be, are closed in respect thereto and such notice may state that any such action will be taken only if certain events specified in such notice (such as the clearing record date is subject to the effectiveness of proxy material by a registration statement under the Commission Securities Act or an affirmative to a favorable vote of stockholders) occur prior theretothe shareholders of the Company, if either is required.