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Common use of Other Notices Clause in Contracts

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 22 contracts

Samples: Warrant Agreement (Spirits Capital Corp), Warrant Agreement (Spirits Capital Corp), Warrant Agreement (Quality Industrial Corp.)

Other Notices. In case If at any time: : (ia) the Company shall declare any cash dividend on upon its Common Stock; Shares; (iib) the Company shall pay declare any dividend payable in stock upon its Common Stock Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common Stock; Shares; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vc) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)corporation, or a sale of all or substantially all of its the Company's assets to another corporation; or or (vid) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases cases, the Company shall give written noticegive, by certified or registered mail, postage prepaid, addressed to the Registered Holder registered holder of this Warrant at the address of such Registered Holder holder as shown on the books of the Company, (i) at least 15 days' prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rightsrights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (2ii) at least 10 days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding-up, bankruptcy, assignment for at least 15 days' written notice of the benefit of creditors, winding up or other action, as date when the case may be, same shall take place. Such Any notice given in accordance with clause (i) above shall also specify (orspecify, if not then knownin the case of any such dividend, reasonably approximate) distribution or option rights, the date as of on which the holders of Common Stock Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or Common Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days If the Holder of the Warrant does not exercise this Warrant prior to the action occurrence of an event described above, except as provided in question Sections 9.1 and 9.5, the Holder shall not less than five (5) days prior be entitled to receive the record date or benefits accruing to existing holders of the date on which the Company’s transfer books are closed Common Shares in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch event.

Appears in 19 contracts

Samples: Warrant Agreement (Resolve Staffing Inc), Warrant Agreement (Resolve Staffing Inc), Warrant Agreement (Resolve Staffing Inc)

Other Notices. In case If at any time: (ia) the The Company shall will declare any cash dividend on its upon the Company’s Common Stock; (iib) the The Company shall pay will declare any dividend upon the Company’s Common Stock payable in stock upon its Common Stock or make any special dividend or other distribution (other than regular cash dividends) to the holders of its the Company’s Common Stock; (iiic) the The Company shall will offer for subscription pro rata to all of the holders of its the Company’s Common Stock any additional shares of stock of any class or other rights; (ivd) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall There will be any capital reorganization, reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)with, or sale of all or substantially all of its assets to to, another corporation; or; (vie) there shall There will be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; or (f) The Company will take or propose to take any other action, notice of which is actually provided to or is required to be provided, pursuant to any written agreement, to holders of the Company’s Common Stock, then, in any one or more of said cases cases, the Company shall give written noticewill give, by first class mail, postage prepaid, addressed to the Registered Holder at the Holder’s address of such Registered Holder as shown on the books of the Company, (x) at least 10 days prior written notice of (1) the date on which the books of the Company shall will close or a record shall will be taken for such dividenddividends, distribution or subscription rights, rights or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding up, bankruptcy, assignment for the benefit of creditors, winding up or other action, as and (y) in the case may beof any such reorganization, shall reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 20 days prior written notice of the date when the same will take place. Such Any notice shall given in accordance with the foregoing clause (x) will also specify (orspecify, if not then known, reasonably approximate) in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or shall the date on which the holders of the Company’s Common Stock will be entitled to exchange their Common Stock stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 11 contracts

Samples: Exchange Agreement (Probe Manufacturing Inc), Exchange Agreement (Probe Manufacturing Inc), Exchange Agreement (Probe Manufacturing Inc)

Other Notices. In case at any time: (ia) the Company shall declare or pay any cash dividend on its upon Common Stock payable in stock or make any dividend or other distribution to the holders of Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iiib) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vc) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)with, or sale of all or substantially all of its assets to to, another corporation; orcorporation or other entity (other than a merger or consolidation with a directly or indirectly wholly-owned subsidiary of the Company in which the Company is the survivor); (vid) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; e) there shall be made any tender offer for any shares of capital stock of the Company; or f) there shall be any other Transaction. then, in any one or more of said cases such cases, the Company shall give written notice, addressed to the Registered Holder holder of this Warrant (i) at least 15 days prior to the address record date for any dividend or distribution referred to in subsection (a) above, at least 30 days prior to any event referred to in subsection (b), (c) or (d) above, and within five days after it has knowledge of such Registered Holder as shown on the books any pending tender offer or other Transaction, written notice of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rightsrights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or Transaction or the date by which shareholders must tender shares in any tender offer and (2ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or tender offer or Transaction known to the Company, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for when the benefit of creditors, winding up or other action, as the case may be, same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify (orspecify, if not then known, reasonably approximate) in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding winding-up, tender offer or other actionTransaction, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, Securities Act or to a favorable vote of stockholderssecurity holders or any other approval requirement, if either such is required.

Appears in 7 contracts

Samples: Warrant Agreement (Recoton Corp), Warrant Agreement (Recoton Corp), Securities Issuance Agreement (Recoton Corp)

Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five fifteen (5) days prior to the action in question and not less than five (515) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or clauses (i), (ii), (iii) and (iv) above. Notwithstanding the record date is subject foregoing, the Company may publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness holder of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredthis Warrant.

Appears in 6 contracts

Samples: Warrant Agreement (Entremed Inc), Warrant Agreement (Entremed Inc), Securities Purchase Agreement (Bam Entertainment Inc)

Other Notices. In case If at any time: (ia) the Company shall declare any cash dividend on upon its Common Stock; (iib) the Company shall pay declare any dividend payable in stock upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common Stock; (iiic) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vd) there shall be any capital reorganization, reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)with, or sale of all or substantially all of its assets to to, another corporation; orcorporation or other entity; (vie) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; or (f) there shall be an initial public offering of Company securities; then, in any one or more of said cases cases, the Company shall give written noticegive, by first class mail, postage prepaid, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) at least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution distribution, or subscription rights, rights or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding winding-up or other actionpublic offering, as and (2) in the case may beof any such event, at least ten (10) days' prior written notice of the date when the same shall take place, provided, however, Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (1) shall also specify (orspecify, if not then known, reasonably approximate) in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (2) shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding winding-up, conversion or other actionpublic offering, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 5 contracts

Samples: Warrant Agreement (Exelixis Inc), Warrant Agreement (Exelixis Inc), Common Stock Warrant (Exelixis Inc)

Other Notices. In case If at any time: : (ia) the Company shall declare any cash dividend on upon its Common Stock; Shares; (iib) the Company shall pay declare any dividend payable in stock upon its Common Stock Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (other than regular cash dividends) to the holders Silverman of its Common Stock; Sxxxxx; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vx) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)corporation, or a sale of all or substantially all of its the Company's assets to another corporation; or or (vid) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases cases, the Company shall give written noticegive, by certified or registered mail, postage prepaid, addressed to the Registered Holder Silverman of this Warrant at the address of such Registered Holder axxxxxx xx Silverman as shown on the books of xxxxx xx the Company, (i) at least 15 days' prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rightsrights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (2ii) at least 10 days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding-up, bankruptcy, assignment for at least 15 days' written notice of the benefit of creditors, winding up or other action, as date when the case may be, same shall take place. Such Any notice given in accordance with clause (i) above shall also specify (orspecify, if not then known, reasonably approximate) in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription option rights, or the date on which shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which Silverman shall be entitled to exchange their excxxxxx xxx Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days If Silverman does not exercise this Xarrant prior to the action occurrence of an event described above, except as provided in question Sections 10.1 and 10.5, then Silverman shall not less than five (5) days prior be enxxxxxx xx receive the benefits accruing to existing holders of the record date or the date on which the Company’s transfer books are closed Common Shares in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch event.

Appears in 4 contracts

Samples: Warrant Agreement (Lasik America Inc), Warrant Agreement (Lasik America Inc), Warrant Agreement (Lasik America Inc)

Other Notices. In case at any time:: ------------- (i1) the Company shall declare any cash dividend on upon its Common StockStock payable at a rate in excess of the rate of the last cash dividend theretofore paid; (ii2) the Company shall pay declare any dividend payable in stock upon its Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common Stock; (iii3) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v4) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)with, or sale of all or substantially all of its assets to to, another corporation; or (vi5) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit liquidation of creditors, or winding up of the Company; then, in any one or more of said cases each such case, the Company shall give written noticegive, by first class mail, postage prepaid, addressed to the Registered Holder holder of this Warrant at the address of such Registered Holder holder as shown on the books of the Company, (a) at least 35 days' prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, rights or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding up, bankruptcy, assignment for the benefit of creditors, winding up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least 35 days' prior written notice of the earliest date when the same shall take place. Such notice in accordance with the foregoing clause (a) shall also specify (orspecify, if not then known, reasonably approximate) in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date (if then known, and if not then known, then the holder of this Warrant shall be advised thereof when known) on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 4 contracts

Samples: Warrant Agreement (Corinthian Colleges Inc), Warrant Agreement (Corinthian Colleges Inc), Warrant Agreement (Corinthian Colleges Inc)

Other Notices. In case If at any time: (ia) the Company shall declare any cash dividend on upon its Common StockShares; (iib) the Company shall pay declare any dividend payable in stock upon its Common Stock Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common StockShares; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vc) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)corporation, or a sale of all or substantially all of its the Company's assets to another corporation; or (vid) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases cases, the Company shall give written noticegive, by certified or registered mail, postage prepaid, addressed to the Registered Holder registered holder of this Warrant at the address of such Registered Holder holder as shown on the books of the Company, (i) at least 15 days' prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rightsrights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (2ii) at least 10 days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding-up, bankruptcy, assignment for at least 15 days' written notice of the benefit of creditors, winding up or other action, as date when the case may be, same shall take place. Such Any notice given in accordance with clause (i) above shall also specify (orspecify, if not then knownin the case of any such dividend, reasonably approximate) distribution or option rights, the date as of on which the holders of Common Stock Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or Common Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days If the Holder of the Warrant does not exercise this Warrant prior to the action occurrence of an event described above, except as provided in question Sections 9.1 and 9.5, the Holder shall not less than five (5) days prior be entitled to receive the record date or benefits accruing to existing holders of the date on which the Company’s transfer books are closed Common Shares in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch event.

Appears in 4 contracts

Samples: Warrant Agreement (Digital Lava Inc), Warrant Agreement (Digital Lava Inc), Warrant Agreement (Digital Lava Inc)

Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (A) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (B) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five thirty (5) days prior to the action in question and not less than five (530) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or clauses (i), (ii), (iii) and (iv) above. Notwithstanding the record date is subject foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredholder hereof.

Appears in 4 contracts

Samples: Warrant Agreement (Waverider Communications Inc), Warrant Agreement (Qsound Labs Inc), Warrant Agreement (Level 8 Systems Inc)

Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five thirty (5) days prior to the action in question and not less than five (530) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or clauses (i), (ii), (iii) and (iv) above. Notwithstanding the record date is subject foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredholder hereof.

Appears in 3 contracts

Samples: Warrant Agreement (Network Commerce Inc), Warrant Agreement (Inkine Pharmaceutical Co Inc), Warrant Agreement (Inkine Pharmaceutical Co Inc)

Other Notices. In case at any time: If (iA) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Companyshall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company shall pay any dividend payable in stock upon its Companyshall authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Companyshall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Companyis a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common Stock is converted into other rights; securities, cash or property or (ivE) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the affairs of the Company; , then, in any one each case, the Companyshall cause to be filed at each office or more agency maintained for the purpose of said cases the Company exercise of Warrants, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the Company, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for provided that the benefit failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of creditors, winding upthe corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or other actioncontains, as material, non-public information regarding the case may be. Such written Company or any of the Subsidiaries, the Company shall simultaneously file such notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to with the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or Commission pursuant to a favorable vote of stockholders, if either is required.Current Report on Form 8-K

Appears in 3 contracts

Samples: Series B Warrant Agreement (InspireMD, Inc.), Series B Warrant Agreement (InspireMD, Inc.), Warrant Agreement (InspireMD, Inc.)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series C Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 3 contracts

Samples: 3(a)(9) Exchange Agreement (Bain Capital Life Sciences Fund, L.P.), Investment Agreement (Spero Therapeutics, Inc.), Securities Exchange Agreement (Oncothyreon Inc.)

Other Notices. In case If at any time: (i1) the Company shall declare any cash dividend on upon its Common Stockshares of the same class and series as the Warrant Shares; (ii2) the Company shall pay declare any dividend upon its shares of the same class and series as the Warrant Shares payable in stock upon its Common Stock or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common Stockshares of the same class and series as the Warrant Shares; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v3) there shall be any capital reorganization, reorganization or reclassification of the capital stock of the Company, or consolidation or merger any Change of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; orControl; (vi4) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; (5) the Company shall take or propose to take any other action, notice of which is actually provided to or is required to be provided, pursuant to any written agreement, to holders of its shares of the same class and series as the Warrant Shares; or (6) there shall be an IPO; then, in any one or more of said cases cases, the Company shall give written noticegive, by first class mail, postage prepaid, addressed to the Registered Holder of this Warrant at the address of such Registered Holder as shown on of the books of the Company, (a) at least 10 days prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, dividends or distribution rights or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, saleChange of Control, dissolution, liquidationliquidation or winding-up, bankruptcy, assignment for the benefit of creditors, winding up or other action, as and (b) in the case may beof any such reorganization, shall reclassification, Change of Control, dissolution, liquidation or winding-up, at least 10 days prior written notice of the date when the same is reasonably expected to take place. Such Any notice given in accordance with the foregoing clause (a) shall also specify (orspecify, if not then known, reasonably approximate) in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of shares of the same class and series as the Warrant Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of shares of the same class and series as the Warrant Shares are reasonably expected to be entitled to exchange their Common Stock stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, Change of Control, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 3 contracts

Samples: Stock Purchase Warrant (Hudson Respiratory Care Inc), Stock Purchase Warrant (Hudson Respiratory Care Inc), Stock Purchase Warrant (Hudson Respiratory Care Inc)

Other Notices. In case If at any time: (ia) the Company shall declare any cash dividend on upon its Common StockShares; (iib) the Company shall pay declare any dividend payable in stock upon its Common Stock Shares payable in securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common StockShares; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vc) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)corporation, or a sale of all or substantially all of its the Company's assets to another corporation; or (vid) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases cases, the Company shall give written noticegive, by certified or registered mail, postage prepaid, addressed to the Registered Holder registered holder of this Warrant at the address of such Registered Holder holder as shown on the books of the Company, (i) at least 15 days' prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rightsrights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (2ii) at least 10 days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding-up, bankruptcy, assignment for at least 15 days' written notice of the benefit of creditors, winding up or other action, as date when the case may be, same shall take place. Such Any notice given in accordance with clause (i) above shall also specify (orspecify, if not then knownin the case of any such dividend, reasonably approximate) distribution or option rights, the date as of on which the holders of Common Stock Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or Common Shares shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days If the Holder of the Warrant does not exercise this Warrant prior to the action occurrence of an event described above, except as provided in question Sections 9.1 and 9.4, the Holder shall not less than five (5) days prior be entitled to receive the record date or benefits accruing to existing holders of the date on which the Company’s transfer books are closed Common Shares in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch event.

Appears in 3 contracts

Samples: Warrant Agreement (Digital Lava Inc), Warrant Agreement (Digital Lava Inc), Warrant Agreement (Digital Lava Inc)

Other Notices. In case If at any time: (ia) the Company shall declare any cash dividend on upon its Common Preferred Stock; (iib) the Company shall pay declare any dividend upon its Preferred Stock payable in stock upon its Common Stock or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common Preferred Stock; (iiic) the Company shall offer for subscription pro rata to all of the holders of its Common Preferred Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vd) there shall be any capital reorganization, reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)with, or sale of all or substantially all of its assets to to, another corporation; or; (vie) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; or (f) the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Preferred Stock; then, in any one or more of said cases cases, the Company shall give written noticegive, by first class mail, postage prepaid, addressed to the Registered Holder holder of this Warrant at the address of such Registered Holder holder as shown on the books of the Company, (i) at least 20 day's prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, rights or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding-up, bankruptcyor other action and (ii) in the case of any such reorganization, assignment for the benefit of creditorsreclassification, winding up consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, as at least 20 day's written notice of the case may be, date when the same shall take place. Such Any notice given in accordance with the foregoing clause (i) shall also specify (orspecify, if not then known, reasonably approximate) in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, or the date on which the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Preferred Stock shall be entitled to exchange their Common Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up, or other action, action as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 3 contracts

Samples: Loan and Security Agreement (Adforce Inc), Loan and Security Agreement (New Focus Inc), Loan and Security Agreement (Adforce Inc)

Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five fifteen (5) days prior to the action in question and not less than five (515) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or clauses (i), (ii), (iii) and (iv) above. Notwithstanding the record date is subject foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredholder hereof.

Appears in 3 contracts

Samples: Warrant Agreement (Virologic Inc), Warrant Agreement (Virologic Inc), Warrant Agreement (Virologic Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to to, another corporation; orentity; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (vii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Prices pursuant to this Section 12; then, in any one or more of said cases such cases, the Company shall give written noticenotice to each Optionee who is not then an executive officer or director of the Company, addressed to the Registered Holder each such Optionee at the address of such Registered Holder as the Optionee shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of or record shall participate in such dividend, distribution or subscription rights, rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, up or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) ten days prior to the action in question and not less than five (5) ten days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 3 contracts

Samples: Employment Agreement (Overseas Filmgroup Inc), Employment Agreement (Overseas Filmgroup Inc), Special Stock Option Plan and Agreement (Overseas Filmgroup Inc)

Other Notices. In case If at any timetime during the Exercise Period: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company shall pay any dividend payable in stock upon its Common Stock with or make any distribution (other than regular cash dividends) to the holders into, or sale of all or substantially all of its Common Stock;assets to, another corporation or entity; or (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rightsrights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale dissolution, liquidation or winding-up and (2b) in the case of any such reorganization, reclassification, consolidation, merger, sale dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for when the benefit of creditors, winding up or other action, as the case may be, same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) 30 days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or the record date is subject to the effectiveness of a registration statement under the 1933 Actclauses (i), or to a favorable vote of stockholders, if either is required(ii) (iii) and (iv) above.

Appears in 2 contracts

Samples: Warrant Agreement (Regional Capital Management Corp), Warrant Agreement (Regional Capital Management Corp)

Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five ten (5) days prior to the action in question and not less than five (510) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or clauses (i), (ii), (iii) and (iv) above. Notwithstanding the record date is subject foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredholder hereof.

Appears in 2 contracts

Samples: Warrant Agreement (Zone 4 Play Inc), Warrant Agreement (Zone 4 Play Inc)

Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; ; (v) then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding-up, bankruptcy, assignment for the benefit of creditors, winding up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five fifteen (5) days prior to the action in question and not less than five (515) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or clauses (i), (ii), (iii) and (iv) above. Notwithstanding the record date is subject foregoing, the Company may publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness holder of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredthis Warrant.

Appears in 2 contracts

Samples: Warrant Agreement (Alpnet Inc), Warrant Agreement (Alpnet Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 2 contracts

Samples: Warrant Agreement (Torchlight Energy Resources Inc), Warrant Agreement (Stratex Oil & Gas Holdings, Inc.)

Other Notices. In case at any time: (i1) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall or pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common StockPreferred Stock any dividend, other than a cash dividend in accordance with Section 2(a) of the Certificate of Designation; (iii2) the Company shall offer for subscription pro rata to all of the holders of its Common Preferred Stock any additional shares of stock of any class or other rights; (iv3) any matter shall be submitted to the Company shall authorize the distribution to all holders of its Common the Preferred Stock of evidences of its indebtedness for their vote or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock)written consent; (v4) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)with, or sale of all or substantially all of its assets to to, another corporation; orcorporation or other entity; (vi5) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; (6) the Company, subject to Section 2G(2), shall (i) exercise its right to call and convert all of the then outstanding shares of Preferred Stock into shares of Common Stock pursuant to Section 3(c) of the Certificate of Designation (the “Mandatory Conversion Right”), or (ii) exercise its right to call and redeem all of the then outstanding shares of Preferred Stock pursuant to Section 5 of the Certificate of Designation (the “Mandatory Redemption Right”); (7) there shall be made any tender offer for any shares of capital stock of the Company; or (8) there shall be any other Transaction; then, in any one or more of said cases such cases, the Company shall give written notice, addressed to the Registered Holder holder of this Warrant, (i) at the address of such Registered Holder as shown on the books of the Company, of least 15 days prior to (1A) the date on which the books of the Company shall close or a record shall be taken (each, a “Record Date”) with respect to any event referred to in subsections (1) through (6) above or, if no Record Date is fixed for an event referred to in subsection (6), (B) the date on which it gives notice of exercise of the Mandatory Conversion Right or notice of exercise of the Mandatory Redemption Right, and within five days after it has knowledge of any pending tender offer or other Transaction, written notice of the Record Date for such dividend, distribution or subscription rights, for the exercise of the Mandatory Conversion Right or Mandatory Redemption Right or for determining rights to vote in respect of any matter submitted to the holders of Preferred Stock for their vote or written consent or in respect of such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or Transaction or of the date by which shareholders must tender shares in any tender offer and (2ii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or tender offer or Transaction known to the Company, at least 30 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for when the benefit of creditors, winding up or other action, as the case may be, same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify (orspecify, if not then known, reasonably approximate) in the date as case of which the holders of Common Stock of record shall participate in any such dividend, distribution or subscription rights, the date on which the holders of Preferred Stock shall be entitled thereto, or in the case of the exercise of the Mandatory Conversion Right or Mandatory Redemption Right, the conversion date or redemption date, as applicable, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Preferred Stock shall be entitled to exchange their Common Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding winding-up, tender offer or other actionTransaction, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, Securities Act or to a favorable vote of stockholderssecurity holders, if either is required.

Appears in 2 contracts

Samples: Amendment Agreement (Midland States Bancorp, Inc.), Amendment Agreement (Midland States Bancorp, Inc.)

Other Notices. In case at any time:: ------------- (i) the Company shall declare any cash dividend on its Common StockShares; (ii) the Company shall pay any dividend payable in stock upon its Common Stock Shares or make any distribution (other than regular cash dividends) to the holders of its Common StockShares; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock Shares any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock Shares of evidences evidence of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common StockShares); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; orOrganic Change; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; (vii) there shall have occurred any event which would trigger a Separation Date under the Company Rights Plan; or (viii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (g) of this Section 7; -------------- --------- then, in any one or more of said cases cases, the Company shall give written notice, addressed to the Registered Holder holder of this Warrant Certificate at the address of such Registered Holder holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up Organic Change or other actionaction or event, as the case may be, shall take place (or, in the case of clauses (vi) and (vii) above, the date on which the relevant action or event ------------ ----- took place). Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock Shares of record shall participate in such dividenddividends, distribution or subscription rights, or shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganizationOrganic Change, reclassification, consolidation, merger, saleSeparation Date, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other actionaction or event, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five twenty (520) days prior to the action in question and not less than five twenty (520) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such ; provided, -------- that no advance notice need be given of any event or action specified in clause ------ (vi) above, but the Company shall also state give notice of such event as promptly ---- thereafter as practicable; and further provided, that the Company shall give ------- -------- immediate notice of any event or action specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.clause (vii) above. ------------

Appears in 2 contracts

Samples: Warrant and Registration Rights Agreement (Apw LTD), Warrant and Registration Rights Agreement (Apw LTD)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series B Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Oncothyreon Inc.), Underwriting Agreement (Oncothyreon Inc.)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases conversion of the Company Series A Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 15 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 2 contracts

Samples: 3(a)(9) Exchange Agreement (Cullinan Oncology, Inc.), 3(a)(9) Exchange Agreement (Verastem, Inc.)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock the distribution of evidences evidence of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; orOrganic Change; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (vii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (j) of this Section 8; then, in any one or more of said cases cases, the Company or the Warrant Agent (upon receiving written notice from the Company) shall give written notice, addressed to the Registered Holder holder of each Warrant Certificate at the address of such Registered Holder holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up Organic Change or other actionaction or event, as the case may be, shall take place (or, in the case of clause (vi) above, the date on which the relevant action or event took place). Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividenddividends, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saleOrganic Change, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other actionaction or event, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) twenty days prior to the action in question and not less than five (5) twenty days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such ; provided, that no advance notice shall also state that need be given of any event or action specified in clause (vi) above, but the action in question Company or the record date is subject to Warrant Agent shall give notice of such event as promptly thereafter as practicable. The Company shall be solely responsible for the effectiveness payment of a registration statement under all costs and expenses associated with the 1933 Act, or to a favorable vote provision of stockholders, if either is requiredany notices referenced herein.

Appears in 2 contracts

Samples: Warrant Agreement (Tokheim Corp), Warrant Agreement (Tokheim Corp)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series A Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aimmune Therapeutics, Inc.), Underwriting Agreement (Molecular Templates, Inc.)

Other Notices. In case at any time: If: (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series Y Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 2 contracts

Samples: Investment Agreement (Biotechnology Value Fund L P), Investment Agreement (XOMA Corp)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series D Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 2 contracts

Samples: Underwriting Agreement (Spero Therapeutics, Inc.), Placement Agent Agreement (Cascadian Therapeutics, Inc.)

Other Notices. In case at any time:: ------------- (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five ten (510) days prior to the action in question and not less than five ten (510) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Petrosearch Energy Corp)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any shareholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series A Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 1 contract

Samples: Securities Exchange Agreement (Vericel Corp)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to another corporationcorporation ; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1I) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidationconsolidation , merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then knownknown , reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, salesale , dissolution, liquidationli qu idat io n, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Society Pass Incorporated.)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to to, another corporation; orentity; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (vii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to this Section 13; then, in any one or more of said cases such cases, the Company shall give written noticenotice to each Optionee who is not then an executive officer or director of the Company, addressed to the Registered Holder each such Optionee at the address of such Registered Holder as the Optionee shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of or record shall participate in such dividend, distribution or subscription rights, rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, up or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) ten days prior to the action in question and not less than five (5) ten days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: 1996 Special Stock Option Plan and Agreement (Overseas Filmgroup Inc)

Other Notices. In case at any time:: -------------- (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Petrosearch Energy Corp)

Other Notices. In case If at any time:: ------------- (ia) the Company shall declare any cash dividend on upon its Class B Common Stock; (iib) the Company shall pay declare any dividend upon its Class B Common Stock payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) special dividend to the holders of its Class B Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vc) there shall be any capital reorganization, reorganization or reclassification of the capital stock of the Company, ; or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)with, or sale of all or substantially all of its assets to to, another corporation; or; (vid) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; or (e) there shall be any public offering of the Company's securities; then, in any one or more of said cases cases, the Company shall give written noticegive, by fax or first class mail, postage prepaid, addressed to the Registered Holder of this Warrant at the address of such Registered Holder as shown on the books of the Company, (a) at least thirty (30) days' prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for determining rights to vote in respect of any such dividendreorganization, distribution reclassification, consolidation, merger, sale, dissolution, liquidation or subscription rightswinding-up, or and (2b) in the date (or, if not then known, a reasonable approximation thereof by the Company) on which case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding winding-up or other actionpublic offering, as at least thirty (30) days' prior written notice of the case may be, date when the same shall take place; PROVIDED, however, that the Holder shall make reasonable best efforts attempt to respond to such notice as early as possible after the receipt thereof; and PROVIDED further that the Company shall be required to give prior written notice at least fifteen (15) days in advance of any action contemplated by Sections 5(a), 5(b) and 5(e) above. Such Any notice given in accordance with the foregoing sentence shall also specify (orspecify, if not then knownin the case of any such dividend or distribution, reasonably approximate) the date as of on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or Class B Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding winding-up, conversion or other actionpublic offering, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Exe Technologies Inc)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases conversion of the Company Series E Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 1 contract

Samples: 3(a)(9) Exchange Agreement (Pieris Pharmaceuticals, Inc.)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) business days prior to the action in question and not less than five (5) business days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Rock Energy Resources, Inc.)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases conversion of the Company shares of Series X Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least twenty (120) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange; provided, liquidation, bankruptcy, assignment for that the benefit failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of creditors, winding upthe corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or other actioncontains, as material, non-public information regarding the case may be. Such written Corporation or any of its subsidiaries, the Corporation shall simultaneously file such notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to with the action in question and not less than five (5) days prior to the record date or the date Commission on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.Current Report on Form 8-K.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alpine Immune Sciences, Inc.)

Other Notices. In case at any time:: ------------- (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (va) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to to, another corporation; or; (vib) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (c) the Company shall declare any non-cash dividend on its Common Stock; then, in any one or more of said cases cases, the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the CompanyRegister, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other actionaction or dividend, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, creditors winding up, or other action, or the date of such dividend, as the case may be. Such written notice shall be given (except as mailed to any bankruptcy proceeding) the Holder at least five (5) days prior to the action in question and not less than five (5) twenty days prior to the record date for such action in the case of any action described in Subsection (a) or Subsection (c) above, and in the date case of any action described -------------- -------------- in Subsection (b) above, at least twenty days prior to the day on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the -------------- action in question or described is to take place and at least twenty days prior to the record date is subject for determining holders of Common Stock entitled to receive securities and/or other property in connection with such action. As soon as practicable following any adjustment of the Applicable Warrant Price and/or the number of shares of Common Stock purchasable upon exercise of this Warrant, a certificate, signed by (i) the Company's President or Chief Financial Officer, or (ii) any independent firm of certified public accountants, or investment banking firm, in either case of recognized national standing, which the Company selects at its own expense, setting forth in reasonable detail the events requiring the adjustment and the method by which such adjustment was calculated, shall be mailed to the effectiveness Holder and shall specify the adjusted Applicable Warrant Price and/or the number of a registration statement under shares of Common Stock purchasable upon exercise of the 1933 Act, or Warrant after giving effect to a favorable vote of stockholders, if either is requiredthe adjustment.

Appears in 1 contract

Samples: Warrant Agreement (Careinsite Inc)

Other Notices. In case If at any time: (ia) the Company shall propose to declare any cash dividend on upon its Common Stock; (iib) the Company shall pay any dividend payable in stock upon its Common Stock propose to declare or make any dividend or other distribution (other than regular cash dividends) to the holders of its Common Stock, whether in cash, property or other securities; (iiic) the Company shall offer for subscription pro rata propose to all of the holders of its Common Stock effect any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, reorganization or reclassification of the capital stock of the Company, Company or any consolidation or merger of the Company with or into another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)any sale, lease or sale conveyance of all or substantially all of its the assets to another corporationof the Company; or (vid) there the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases cases, the Company shall give written noticegive, by certified or registered mail, postage prepaid, addressed to the Registered Holder holder of this Warrant at the address of such Registered Holder holder as shown on the books of the Company, (i) at least 30 days' prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, dividend or distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidationliquidation or winding-up, bankruptcy, assignment for the benefit of creditors, winding up or other action, as and (ii) in the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidationliquidation or winding-up, bankruptcyat least 30 days' written notice of the date when the same shall take place. Upon the occurrence of an event described in clause (c), assignment for the benefit holder of creditorsthis Warrant shall be entitled thereafter to receive upon exercise of this Warrant the kind and amount of shares of stock or other securities or assets which the holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised immediately prior to such event; and in any such case, winding upappropriate provision shall be made with respect to the rights and interests of the holder to the end that the provisions of this Warrant (including, without limitation, provisions with respect to changes in and adjustments of the Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, or other actionsecurities or assets, as thereafter deliverable upon the case may beexercise of this Warrant. Such written notice shall be given The Company will not effect any of the transactions described in clause (except as to any bankruptcy proceedingc) at least five (5) days above unless, prior to the action in question and not less consummation thereof, each person (other than five (5) days prior to the record date or the date on which the Company’s transfer books are closed ) that may be required to deliver any cash, stock, securities or other assets upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the holder of this Warrant, (x) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of any such transaction, such assumption shall be in respect theretoaddition to, and shall not release the Company from, any continuing obligations of the Company under this Warrant) and (y) the obligation to deliver to such holder such cash, stock, securities or other assets as such holder may be entitled to receive in accordance with the provisions of this Section 3. Such notice Upon the occurrence of an event described in clause (d), this Warrant shall also state that the action in question or the record date is subject terminate. The provisions of this Section 3.6 shall similarly apply to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuccessive transactions.

Appears in 1 contract

Samples: Warrant Agreement (Mounger Corp)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common upon the Capital Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash) to the holders of the Capital Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common the Capital Stock any additional shares of stock of any class or other rights; (iviii) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there t h ere shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCapital Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary or into, or share exchange by the holders of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)Capital Stock with, or sale of all or substantially all the assets of its assets to the Company to, another corporationcorporation or entity or any other person; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for determining the holders of Capital Stock entitled to receive any such dividend, distribution distribution, or subscription rightsrights or for determining the holders of Capital Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation, or winding-up and (2b) in the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation, or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for when the benefit of creditors, winding up or other action, as the case may be, same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Capital Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Capital Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) 20 days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Stock Purchase Warrant (Carrington Laboratories Inc /Tx/)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock the distribution of evidences evidence of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; orOrganic Change; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (vii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (j) of this Section 7; then, in any one or more of said cases cases, the Company shall give written notice, addressed to the Registered Holder holder of each Warrant Certificate at the address of such Registered Holder holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up Organic Change or other actionaction or event, as the case may be, shall take place (or, in the case of clause (vi) above, the date on which the relevant action or event took place). Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividenddividends, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saleOrganic Change, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other actionaction or event, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) twenty days prior to the action in question and not less than five (5) twenty days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such ; provided, that no advance notice need be given of any event or action specified in clause (vi) above, but the Company shall also state that the action in question or the record date is subject to the effectiveness give notice of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch event as promptly thereafter as practicable.

Appears in 1 contract

Samples: Warrant Agreement (Tokheim Corp)

Other Notices. In case at any time:: ------------- (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five twenty (5) days prior to the action in question and not less than five (520) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or clauses (i), (ii), (iii) and (iv) above. Notwithstanding the record date is subject foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredholder hereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Electric Fuel Corp)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases conversion of the Company Series B Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 1 contract

Samples: 3(a)(9) Exchange Agreement (Pieris Pharmaceuticals, Inc.)

Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five thirty (5) days prior to the action in question and not less than five (530) days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such , but such notice shall also state that is not required to be given prior to the action in question or Company's public announcement of the record date is subject or date on which the Company's books are closed in respect thereto, so long as such public announcement occurs not less than ten (10) days prior to such record date or date on which the Company's books are closed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness holder of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredthis Warrant.

Appears in 1 contract

Samples: Securities Purchase Agreement (Think New Ideas Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; or; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five thirty (530) days prior to the action in question and not less than five thirty (530) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (American Energy Group LTD)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases conversion of the Company shares of Class A-[•] Preferred Stock, and, except if such notice and the contents thereof shall give written noticebe deemed to constitute material non-public information, addressed shall cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Alder Biopharmaceuticals Inc)

Other Notices. In case If at any time: (ia) the Company shall declare any cash dividend on its Common Stock; (iii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its shares of the Preferred Stock or Common Stock any additional shares of stock of any class equity in the Company or other rights; ; (ivii) pay a dividend in additional shares of the Preferred Stock or Common Stock or distribute securities or other property to the holders of shares of the Preferred Stock or Common Stock (including, without limitation, evidences of indebtedness and equity and debt securities); or (iii) issue securities convertible into, or rights or Warrants to purchase, securities of the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common StockOTHER THAN STOCK OPTIONS IN THE ORDINARY COURSE OF BUSINESS TO EMPLOYEES PURSUANT TO AN EMPLOYEE BENEFIT PLAN APPROVED BY THE COMPANY'S STOCKHOLDERS); (vb) there shall be any capital reorganization, reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)with, or sale sale, transfer or lease of all or substantially all of its assets to another corporationentity; or (vic) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; then, in any one or more of said cases cases, the Company shall give written noticegive, by first class mail, postage prepaid, addressed to the Registered Holder of this Warrant at the address of such Registered Holder as shown on the books of the Company, (a) at least fifteen (15) days' prior written notice of (1) the date on which the books of the Company shall close or a record shall be taken for such subscription rights, dividend, distribution or subscription rightsissuance, or and (2b) in the date (or, if not then known, a reasonable approximation thereof by the Company) on which case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidationliquidation or winding up, bankruptcy, assignment for at least fifteen (15) days' prior written notice of the benefit of creditors, winding up or other action, as date when the case may be, same shall take placeplace if no stockholder vote is required and at least fifteen (15) days' prior written notice of the record date for stockholders entitled to vote upon such matter if a stockholder vote is required. Such notice in accordance with the foregoing clause (a) shall also specify (orspecify, if not then knownin the case of any such subscription rights, reasonably approximate) the date as of on which the holders of shares of Preferred Stock or Common Stock shall be entitled to exercise their rights with respect thereto, and such notice in accordance with the foregoing clause (b) shall also specify the date on which the holders of record shall participate in such dividend, distribution shares of Preferred Stock or subscription rights, or Common Stock shall be entitled to exchange their shares of Preferred Stock or Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Worldgate Communications Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (va) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to to, another corporation; or; (vib) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (c) the Company shall declare any non-cash dividend on its Common Stock; then, in any one or more of said cases cases, the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the CompanyRegister, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other actionaction or dividend, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, consolidation merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, or the date of such dividend, as the case may be. Such written notice shall be given (except as mailed to any bankruptcy proceeding) the Holder at least five (5) days prior to the action in question and not less than five (5) twenty days prior to the record date for such action in the case of any action described in Subsection (a) or Subsection (c) above, and in the case of any action described in Subsection (b) above, at least twenty days prior to the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or described is to take place and at least twenty days prior to the record date is subject for determining holders of Common Stock entitled to receive securities and/or other property in connection with such action. As soon as practicable following any adjustment of the Applicable Warrant Price and/or the number of shares of Common Stock purchasable upon exercise of this Warrant, a certificate, signed by (i) the Company's President or Chief Financial Officer, or (ii) any independent firm of certified public accountants, or investment banking firm, in either case of recognized national standing, which the Company selects at its own expense, setting forth in reasonable detail the events requiring the adjustment and the method by which such adjustment was calculated, shall be mailed to the effectiveness Holder and shall specify the adjusted Applicable Warrant Price and/or the number of a registration statement under shares of Common Stock purchasable upon exercise of the 1933 Act, or Warrant after giving effect to a favorable vote of stockholders, if either is requiredthe adjustment.

Appears in 1 contract

Samples: Warrant Agreement (Careinsite Inc)

Other Notices. In case at any time:: -------------- (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to another corporation; or; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five thirty (530) days prior to the action in question and not less than five thirty (530) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Petrosearch Corp)

Other Notices. In case ------------- at any time: (i) the Company shall declare any cash dividend on its Common StockShares; (ii) the Company shall pay any dividend payable in stock upon its Common Stock Shares or make any distribution (other than regular cash dividends) to the holders of its Common StockShares; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock Shares any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock Shares of evidences evidence of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common StockShares); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; orOrganic Change; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; (vii) there shall have occurred any event which would trigger a Separation Date under the Company Rights Plan; or (viii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (g) of this Section 7; -------------- --------- then, in any one or more of said cases cases, the Company shall give written notice, addressed to the Registered Holder holder of this Warrant Certificate at the address of such Registered Holder holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up Organic Change or other actionaction or event, as the case may be, shall take place (or, in the case of clauses (vi) ------------ and (vii) above, the date on which the relevant action or event took place). ----- Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock Shares of record shall participate in such dividenddividends, distribution or subscription rights, or shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganizationOrganic Change, reclassification, consolidation, merger, saleSeparation Date, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other actionaction or event, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five twenty (520) days prior to the action in question and not less than five twenty (520) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such ; provided, that no advance notice need be given of any event or -------- action specified in clause (vi) above, but the Company shall also state give notice of such ----------- event as promptly thereafter as practicable; and further provided, that the ------- -------- Company shall give immediate notice of any event or action specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.clause ------ (vii) above. -----

Appears in 1 contract

Samples: Warrant and Registration Rights Agreement (Apw LTD)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases conversion of the Company Series D Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 1 contract

Samples: 3(a)(9) Exchange Agreement (Pieris Pharmaceuticals, Inc.)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock the distribution of evidences evidence of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; orOrganic Change; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (vii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (i) of this Section 8; then, in any one or more of said cases cases, the Company or the Warrant Agent shall give written notice, addressed to the Registered Holder holder of each Warrant Certificate at the address of such Registered Holder holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up Organic Change or other actionaction or event, as the case may be, shall take place (or, in the case of clause (vi) above, the date on which the relevant action or event took place). Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.Common

Appears in 1 contract

Samples: Warrant Agreement (Metal Management Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata PRO RATA to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to another corporation; or; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (vii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (h) of this Section 7; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five thirty (530) days prior to the action in question and not less than five thirty (530) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (American Energy Group LTD)

Other Notices. In case If at any timetime prior to the expiration of the Warrants evidenced hereby: (ia) the The Company shall declare any cash dividend on its the Common Stock;Shares payable in shares of capital stock of the Company, cash or other property; or (iib) the The Company shall pay authorize the issue of any dividend payable in stock upon its Common Stock options, warrants or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription rights pro rata to all of the holders of its Common Stock Shares entitling them to subscribe for or purchase any additional shares of stock of the Company or to receive any class or other rights;; or (ivc) the The Company shall authorize the distribution pro rata to all holders of its Common Stock Shares of evidences of its indebtedness or assets (other than excluding cash dividends or cash distributions payable paid out of retained earnings or earned surplus or dividends payable in Common Stockretained surplus);; or (vd) there There shall be occur any capital reorganization, or reclassification of the capital stock of the CompanyCommon Shares, or any consolidation or merger of the Company with or into another corporation or other entity (other than a subsidiary of the Company consolidation or merger in which the Company is the surviving or continuing corporation and no change occurs which does not result in any reclassification of the Company’s Common Stock), Shares) or a sale or transfer to another corporation or other entity of all or substantially all of its assets to another corporationthe properties of the Company; or (vie) there There shall be a occur the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, dissolution or winding up of the affairs of the Company; then, and in any one or more each of said cases such cases, the Company shall give written notice, addressed deliver to the Registered Holder registered holder hereof at the its last address of such Registered Holder as shown appearing on the books of the Company, of as promptly as practicable but in any event at least 15 days prior to the applicable record date (1or determination date) mentioned below, a notice stating, to the extent such information is available, (i) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription rights, or (2) the date (or, if a record is not then knownto be taken, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock Shares of record shall participate in to be entitled to such dividend, distribution or subscription rightsrights are to be determined, or (ii) the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer, liquidation, bankruptcy, assignment for the benefit of creditors, dissolution or winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Management Agreement (Ramsay Health Care Inc)

Other Notices. In case at any timeIN CASE AT ANY TIME: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iiii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiii) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) 30 days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or clauses (i), (ii), (iii) and (iv) above. Notwithstanding the record date is subject foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the effectiveness holder of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredthis Warrant.

Appears in 1 contract

Samples: Note Purchase Agreement (Cellpoint Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (ivii) the Company shall authorize the distribution to all holders of its Common Stock of evidences evidence of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation entity (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to to, another corporation; orentity; (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (v) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to SUBSECTION (i) of this SECTION 6 then, in any one or more of said cases cases, the Company shall give written notice, addressed to the Registered Holder holder of this Warrant Certificate at the address of such Registered Holder holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding winding-up or other actionaction or event, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividenddividends, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other actionaction or event, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) twenty days prior to the action in question and not less than five (5) twenty days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Training Devices International Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its upon the Common Stock;Stock payable in shares of stock of any class or make any other distribution (other than dividends or (ii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company shall pay any dividend with or into, or sale of all or substantially all of its assets to, another corporation or entity; or distributions payable in stock upon its Common Stock or make any distribution (other than regular cash dividendsout of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of its the Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rightsrights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (2b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for when the benefit of creditors, winding up or other action, as the case may be, same shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) 30 days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or the record date is subject to the effectiveness of a registration statement under the 1933 Actclauses (i), or to a favorable vote of stockholders(ii), if either is required(iii) and (iv) above.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Qep Co Inc)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series D Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for provided that the benefit failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of creditors, winding upthe corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or other actioncontains, as material, non-public information regarding the case may be. Such written Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to with the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or Commission pursuant to a favorable vote of stockholders, if either is required.Current Report on Form 8-K.

Appears in 1 contract

Samples: Securities Purchase Agreement (InspireMD, Inc.)

Other Notices. In case at any time:: ------------- (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (other than dividends or distributions payable in cash dividend on its out of retained earnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganization of the Company, or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution distribution, or subscription rights, rights or (2) for determining the date (or, if not then known, a reasonable approximation thereof by the Company) on which holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding liquidation or winding-up or other action, as and (b) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable estimate thereof by the Company) when the same shall take place. Such notice shall also specify (orthe date, if not then known, reasonably approximate) the date as of on which the holders of Common Stock of record shall participate in be entitled to receive such dividend, distribution distribution, or subscription rights, rights or shall be entitled to exchange their Common Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) 30 days prior to the record date or the date on which the Company’s transfer 's books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or the record date is subject to the effectiveness of a registration statement under the 1933 Actclauses (i), or to a favorable vote of stockholders(ii), if either is required(iii) and (iv) above.

Appears in 1 contract

Samples: Warrant Agreement (Knickerbocker L L Co Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders Participants of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders Participants of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders Participants of its Common Stock the distribution of evidences evidence of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; orOrganic Change; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (vii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (i) of this Section 7; then, in any one or more of said cases cases, the Company shall give written notice, addressed to the Registered Holder Participant at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up Organic Change or other actionaction or event, as the case may be, shall take place (or, in the case of clause (vi) above, the date on which the relevant action or event took place). Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders Participants of Common Stock of record shall participate in such dividenddividends, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, saleOrganic Change, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other actionaction or event, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) twenty days prior to the action in question and not less than five (5) twenty days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such ; provided, that no advance notice need be given of any event or action specified in clause (vi) above, but the Company shall also state that the action in question or the record date is subject to the effectiveness give notice of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch event as promptly thereafter as practicable.

Appears in 1 contract

Samples: Series B Warrant Agreement (Metal Management Inc)

Other Notices. In case at any time:: ------------- (i) the Company shall declare any cash dividend on its Common StockShares; (ii) the Company shall pay any dividend payable in stock upon its Common Stock Shares or make any distribution (other than regular cash dividends) to the holders of its Common StockShares; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock Shares any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock Shares of evidences evidence of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common StockShares); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; orOrganic Change; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; (vii) there shall have occurred any event which would trigger a Separation Date under the Company Rights Plan; or (viii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (g) of this Section 7; -------------- --------- then, in any one or more of said cases cases, the Company shall give written notice, addressed to the Registered Holder holder of this Warrant Certificate at the address of such Registered Holder holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up Organic Change or other actionaction or event, as the case may be, shall take place (or, in the case of clauses (vi) and (vii) above, the date on which the relevant action or event ------------ ----- took place). Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock Shares of record shall participate in such dividenddividends, distribution or subscription rights, or shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganizationOrganic Change, reclassification, consolidation, merger, saleSeparation Date, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other actionaction or event, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five twenty (520) days prior to the action in question and not less than five twenty (520) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such ; provided, that no advance notice need be given of any -------- event or action specified in clause (vi) above, but the Company shall also state give ----------- notice of such event as promptly thereafter as practicable; and further ------- provided, that the Company shall give immediate notice of any event or action -------- specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.clause (vii) above. ------------

Appears in 1 contract

Samples: Warrant and Registration Rights Agreement (Apw LTD)

Other Notices. In case at any timethe event: (i1) the The Company shall declare any cash dividend on its the Common Stock; (ii) the Company shall pay any dividend Stock payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, cash or other property; or (2) The Company shall authorize the issue of any options, warrants or rights pro rata to all holders of Common Stock entitling them to subscribe for or purchase any shares of stock of the Company or to receive any other rights; or (3) The Company shall authorize the distribution pro rata to all holders of Common Stock of a cash dividend payable otherwise than out of earnings or surplus legally available therefor under the laws of the State of Delaware, shares of its capital stock (other than Common Stock), stock or other securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding regularly scheduled cash dividends) or options or rights (excluding options to purchase and rights to subscribe for Common Stock or other securities of the Company convertible into or exchangeable for Common Stock); or (4) There shall occur any reclassification of the Common Stock or any consolidation or merger of the Company with or into another corporation (other than a subsidiary of the Company consolidation or merger in which the Company is the surviving or continuing corporation and no change occurs which does not result in any reclassifi cation of the Company’s Common Stock), ) or a sale or transfer to another corporation of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up properties of the Company; then, in any one or more of said cases then the Company shall give written notice, addressed cause to be filed with the Warrant Agent pursuant hereto and shall cause to be delivered promptly to the Registered Holder holders at their addresses as they shall appear in the address of such Registered Holder as shown on Warrant Register, at least 20 days (or 10 in any case specified in clause (a) or (b) above) prior to the books of the Companyapplicable date hereinafter specified, of a notice stating (1i) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription rights, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (2ii) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up or other actionis expected to become effective, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Palomar Medical Technologies Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to another corporation; or; (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or (vii) the Company proposes to take any other action or an event occurs which would require an adjustment of the Exercise Price pursuant to subsection (h) of this Section 7; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five thirty (530) days prior to the action in question and not less than five thirty (530) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Boots & Coots International Well Control Inc)

Other Notices. In case If at any timetime prior to the expiration of the Warrants evidenced hereby: (ia) the The Company shall declare any cash dividend on its the Common Stock;Shares payable in shares of capital stock of the Company, cash or other property; or (iib) the The Company shall pay authorize the issue of any dividend payable in stock upon its Common Stock options, warrants or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription rights pro rata to all of the holders of its Common Stock Shares entitling them to subscribe for or purchase any additional shares of stock of the Company or to receive any class or other rights;; or (ivc) the The Company shall authorize the distribution pro rata to all holders of its Common Stock Shares of evidences of its indebtedness or assets (other than excluding cash dividends or cash distributions payable paid out of retained earnings or earned surplus or dividends payable in Common Stockretained surplus);; or (vd) there There shall be occur any capital reorganization, or reclassification of the capital stock of the CompanyCommon Shares, or any consolidation or merger of the Company with or into another corporation or other entity (other than a subsidiary of the Company consolidation or merger in which the Company is the surviving or continuing corporation and no change occurs which does not result in any reclassification of the Company’s Common Stock), Shares) or a sale or transfer to another corporation or other entity of all or substantially all of its assets to another corporationthe properties of the Company; or (vie) there There shall be a occur the voluntary or involuntary dissolution, involun tary liquidation, bankruptcy, assignment for the benefit of creditors, dissolution or winding up of the affairs of the Company; then, and in any one or more each of said cases such cases, the Company shall give written notice, addressed deliver to the Registered Holder registered holder hereof at the its last address of such Registered Holder as shown appearing on the books of the Company, of as promptly as practicable but in any event at least 15 days prior to the applicable record date (1or determination date) mentioned below, a notice stating, to the extent such information is available, (i) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription rights, or (2) the date (or, if a record is not then knownto be taken, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock Shares of record shall participate in to be entitled to such dividend, distribution or subscription rightsrights are to be determined, or (ii) the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer, liquidation, bankruptcy, assignment for the benefit of creditors, dissolution or winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Exchange Agreement (Ramsay Health Care Inc)

Other Notices. In case at any time:: -------------- (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s 's Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five ten (510) days prior to the action in question and not less than five ten (510) days prior to the record date or the date on which the Company’s 's transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (Petrosearch Energy Corp)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series E Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 1 contract

Samples: Underwriting Agreement (Cascadian Therapeutics, Inc.)

Other Notices. In case at any time: If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on its or a redemption of the Common Stock; , (iiC) the Company Corporation shall pay any dividend payable in stock upon its authorize the granting to all holders of the Common Stock of rights or make warrants to subscribe for or purchase any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of capital stock of any class or other of any rights; , (ivD) the Company shall authorize approval of any stockholders of the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there Corporation shall be required in connection with any capital reorganization, or reclassification of the capital stock of the CompanyCommon Stock, or any consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in to which the Company Corporation is the surviving a party, any sale or continuing corporation and no change occurs in the Company’s Common Stock), or sale transfer of all or substantially all of its the assets to another corporation; or of the Corporation, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (viE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; affairs of the Corporation, then, in any one each case, the Corporation shall cause to be filed at each office or more agency maintained for the purpose of said cases the Company conversion of this Series B Preferred Stock, and shall give written notice, addressed cause to the Registered be delivered to each Holder at its last address as it shall appear upon the address of such Registered Holder as shown on the stock books of the CompanyCorporation, of at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (1x) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution distribution, redemption, rights or subscription rightswarrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (2y) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) and the date as of which the it is expected that holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their shares of the Common Stock for securities securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredsuch notice.

Appears in 1 contract

Samples: Loan and Security Agreement (Cytokinetics Inc)

Other Notices. In case at any time: (i) the Company shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (v) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock), or sale of all or substantially all of its assets to another corporation; or (vi) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; then, in any one or more of said cases the Company shall give written notice, addressed to the Registered Holder at the address of such Registered Holder as shown on the books of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “1933 Act”), or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Warrant Agreement (HyreCar Inc.)

Other Notices. In case at any time: (ia) the Company corporation shall declare any cash dividend on its Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or any class thereof payable in cash or stock or make any other distribution (other than regular cash dividends) to the holders of its Common StockStock or any class thereof; (iiib) the Company corporation shall offer for subscription pro rata to all of the holders of its Common Stock or any class thereof any additional shares of stock of any class or other the rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vc) there shall be any capital reorganization, reorganization or reclassification of the capital stock of the Companycorporation, or a consolidation or merger of the Company corporation with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or a sale of all or substantially all of its assets to to, another corporation; orentity or entities; (vid) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Companycorporation; or (e) the corporation shall be in default under any of its material contracts, agreements, commitments or instruments; then, in any one or more of said cases cases, the Company corporation shall give written noticegive, by first class mail, postage prepaid, addressed to the Registered Holder each holder of shares of Series A Preferred Stock at the address of such Registered Holder holder as shown on the books of the Companycorporation, (i) at least twenty (20) days prior written notice of (1) the date on which the books of the Company corporation shall close or a record shall be taken for such dividend, distribution distribution, or subscription rights, rights or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcyor winding up, assignment for the benefit of creditors, winding up or other action, as and (ii) in the case may beof any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, at least twenty (20) days prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause shall also specify (orspecify, if not then knownin the case of any such dividend, reasonably approximate) distribution, or subscription rights, the date as of on which the holders of Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause shall also specify the date on which the holders of record shall participate in such dividend, distribution or subscription rights, or Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement and Second Amendment to Stockholders Agreement (Satellink Communications Inc)

Other Notices. In case If at any timetime the Warrants evidenced hereby are outstanding: (i) the 5.1 The Company shall declare any cash dividend on its Common Stock;the Series A Preferred Shares payable in shares of capital stock of the Company; or (ii) the 5.2 The Company shall pay authorize the issue of any dividend payable in stock upon its Common Stock options, warrants or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription rights pro rata to all of the holders of its Common Stock capital stock entitling them to subscribe for or purchase any additional shares of stock of the Company or to receive any class or other rights;; or (iv) the 5.3 The Company shall authorize the distribution pro rata to all holders of capital its Common Stock of stock as evidences of its indebtedness or assets (other than including cash dividends or cash distributions payable paid out of retained earnings or earned surplus or dividends payable in Common Stockretained surplus);; or (v) there 5.4 There shall be occur any capital reorganization, or reclassification of any of the capital stock shares of the Company, or any consolidation or merger of the Company with or into another corporation (other than a subsidiary of the Company consolidation or merger in which the Company is the surviving or continuing corporation and no change occurs which does not result in any reclassification of any of the capital shares of the Company’s Common Stock), ) or a sale or transfer to another corporation of all or substantially all of its assets to another corporationthe properties of the Company; or (vi) there 5.5 There shall be a occur the voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, dissolution or winding up of the affairs of the Company; then, and in any one or more each of said cases such cases, the Company shall give written notice, addressed mail to the Registered Holder registered holder hereof at the its last address of such Registered Holder as shown appearing on the books of the Company, of as promptly as practicable but in any event at least twenty days prior to the applicable record date (1or determination date) mentioned below, a notice stating, to the extent such information is available, (i) the date on which the books of the Company shall close or a record shall is to be taken for the purpose of such dividend, distribution or subscription rights, or, if a record is not to be taken, the date as of which the holders of the capital stock of record to be entitled to such dividend, distribution or rights are to be determined, or (2ii) the date (or, if not then known, a reasonable approximation thereof by the Company) on which such reorganizationliquidation, dissolution 33 or winding up is expected to become effective and the date as of which it is expected that holders of Series A Preferred Shares of record shall be entitled to exchange their Series A Preferred Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, dissolutiontransfer, liquidation, bankruptcy, assignment for the benefit of creditors, winding up dissolution or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is required.

Appears in 1 contract

Samples: Relationship Agreement (Iphysician Net Inc)

Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash dividend on its out of retained earnings) to the holders of the Common Stock; (ii) the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its the Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (viii) there shall be any capital reorganizationreorganiza­tion of the Company, (not including the increase of the number of authorized shares of the Common Stock) or reclassification of the capital stock of the CompanyCommon Stock, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)into, or sale of all or substantially substan­tially all of its assets to to, another corporationcorporation or entity; or (viiv) there shall be a voluntary or involuntary involun­tary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding up of the Company; then, in any one or more of said cases each such case, the Company shall give written notice, addressed to the Registered Holder at the address holder of such Registered Holder as shown on the books this Warrant (a) notice of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi­dend, distribution distribution, or subscription rightsrights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (2b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationre­classification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days prior to the action in question and not less than five (5) 30 days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such Failure to give any such notice or any defect therein shall also state that not affect the action validity of the proceedings referred to in question or the record date is subject to the effectiveness of a registration statement under the 1933 Actclauses (i), or to a favorable vote of stockholders(ii), if either is required(iii) and (iv) above.

Appears in 1 contract

Samples: Warrant Agreement (Golden Patriot Corp)

Other Notices. In case If at any time: (ia) the Company shall declare any cash dividend on upon its Common Stock; (iib) the Company shall pay declare any dividend payable in stock upon its Common Stock payable in stock (other than a dividend payable solely in shares of Common Stock) or make any special dividend or other distribution (other than regular cash dividends) to the holders of its Common Stock; (iii) the Company shall offer for subscription pro rata to all of the holders of its Common Stock any additional shares of stock of any class or other rights; (iv) the Company shall authorize the distribution to all holders of its Common Stock of evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of earnings or earned surplus or dividends payable in Common Stock); (vc) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or continuing corporation and no change occurs in the Company’s Common Stock)corporation, or a sale of all or substantially all of its the Company's assets to another corporation; or (vid) there shall be a voluntary or involuntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, liquidation or winding winding-up of the Company; then, in any one or more of said cases cases, the Company shall give written noticegive, by certified or registered mail, postage prepaid, addressed to the Registered Holder of each Participating Dealer Warrant at the address of such Registered Holder as shown on the books Warrant Register, at least 30 days' prior written notice of the Company, of (1) the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution dividend or subscription rights, or (2) the date (or, if not then known, a reasonable approximation thereof by the Company) on which for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or winding up or, if no such vote is required, of the date of such consolidation, merger, sale, dissolution, liquidation, or other action, as the case may be, shall take placewinding-up. Such Any such notice shall also specify (orspecify, if not then knownin the case of any such dividend or distribution, reasonably approximate) the date as of on which the holders of Common Stock shall be entitled thereto and, in the case of record shall participate in any such dividendconsolidation, distribution or subscription rightsmerger, sale, dissolution, liquidation, or winding-up, the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding or winding-up, or other action, as the case may be. Such written notice shall be given (except as to any bankruptcy proceeding) at least five (5) days In the event that the Registered Holder of a Warrant does not exercise the Participating Dealer Warrant prior to the action occurrence of an event described above, except as provided in question and Section 8.5 below, the Registered Holder shall not less than five be entitled to receive the benefits accruing to existing holders of the Common Stock in such event, and, upon the occurrence of an event described in subsection (5d) days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Such notice Participating Dealer Warrant shall also state that the action in question or the record date is subject to the effectiveness of a registration statement under the 1933 Act, or to a favorable vote of stockholders, if either is requiredterminate.

Appears in 1 contract

Samples: Participating Dealer Agreement (Crager Industries Inc)