Common use of Other Notices Clause in Contracts

Other Notices. In the event that the Company shall propose at any time: (i) to declare any dividend or distribution upon any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization of its capital stock outstanding involving a change in the capital stock; or (iii) to merge or consolidate with or into any other corporation, or to sell, lease or convey all or substantially all of its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall mail to the Warrant Holder notice of such transaction: (A) at least five (5) business days’ prior written notice in accordance with Section 11 of the date on which a record shall be taken for such dividend or distribution (and specifying the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder of Common Stock shall be entitled to exchange his, her or its Common Stock for securities or other property deliverable upon the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunder.

Other Notices. In the event that case at any time: (i) the Company shall propose at any time: (i) to declare any dividend or distribution upon the Common Stock payable in shares of stock of any class or series make any other distribution (other than dividends or distributions payable in cash out of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant retained earnings) to a split or subdivision the holders of the outstanding shares of capital stock); Common Stock; (ii) the Company shall offer for subscription pro rata to effect all holders of the Common Stock any reclassification additional shares of stock of any class or recapitalization of its capital stock outstanding involving a change in the capital stock; or other rights; (iii) to merge or consolidate with or into there shall be any other corporationcapital reorganization of the Company, or to sell, lease reclassification of the Common Stock or convey sale of all or substantially all its assets to another entity; (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of its property or business, or to liquidate, dissolve or wind upthe Company; then, in connection with each such eventcase, the Company shall mail give to the holder of this Warrant Holder notice of such transaction: (Aa) at least five (5) business days’ prior written notice in accordance with Section 11 of 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 dividend, distribution or distribution subscription rights, or for determining the holders of Common Stock entitled to vote in respect of any such transaction, and (and specifying b) the date (or, if not then known, a reasonable approximation thereof by the Company) when such transaction shall occur. Such notice shall also specify the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder holders of Common Stock shall be entitled to receive such dividend, distribution or subscription rights or to exchange his, her or its their Common Stock for or stock or other securities or other property deliverable upon the occurrence consummation of such eventtransaction. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of any action referred to in clauses (i), (ii), (iii) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunderiv) above.

Other Notices. In the event that case at any time: (a) the Company shall propose at declare to the holders of Common Stock any time: dividend other than a regular periodic cash dividend or any periodic cash dividend in excess of 115% of the cash dividend for the comparable fiscal period in the immediately preceding fiscal year; (ib) the Company shall declare or pay any dividend upon Common Stock payable in stock or make any special dividend or other distribution (other than regular cash dividends) to declare the holders of Common Stock; (c) the Company shall offer for subscription pro rata to the holders of Common Stock any dividend or distribution upon additional shares of stock of any class or series of other rights; (d) there shall be any capital stockreorganization, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision reclassification of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization of its capital stock outstanding involving a change in of the capital stock; or (iii) to merge or consolidate with or into any other corporationCompany, or to sellconsolidation or merger of the Company with, lease or convey sale of all or substantially all of its property assets to, another corporation or businessother entity; (e) there shall be a voluntary or involuntary dissolution, liquidation or to liquidate, dissolve or wind upwinding-up of the Company; (f) there shall be made any tender offer for any shares of capital stock of the Company; or (g) there shall be any other Transaction; then, in connection with each any one or more of such eventcases, the Company shall mail give to the holder of this Warrant Holder notice of such transaction: (Ai) at least 15 days prior to any event referred to in subsection (a) or (b) above, at least 30 days prior to any event referred to in subsection (c), (d) or (e) above, and within five (5) business days’ prior days after it has knowledge of any pending tender offer or other Transaction, written notice in accordance with Section 11 of the date on which the books of the Company shall close or a record shall be taken for such dividend dividend, distribution or subscription rights 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 (ii) 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) when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution (and specifying or subscription rights, the date on which the holder holders of the affected class or series of capital stock Common Stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing such notice in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company foregoing clause (if such approval is required). The first of such notices ii) shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and also specify the date on which a holder the holders of Common Stock shall be entitled to exchange his, her or its their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, tender offer or Transaction, as the occurrence case may be. Such notice shall also state that the action in question or the record date is subject to the effectiveness of such event) and a registration statement under the Company shall thereafter give such holder prompt notice of any changes in such terms Securities Act or conditions that are material to a holder favorable vote of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereundersecurity holders, if either is required.

Other Notices. In the event that the Company shall propose at any time: (i) to declare any dividend or distribution upon any class or series of capital stocksecurities, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization of its capital stock Ownership Shares outstanding involving a change in the capital stocksuch securities; or (iii) to merge or consolidate with or into any other corporation, or to sell, lease or convey all or substantially all of its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall mail to the Warrant Holder notice of such transaction: (A) at least five (5) business days’ prior written notice in accordance with Section 11 10 of the date on which a record shall be taken for such dividend or distribution (and specifying the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 10 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock Ownership Shares (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder of Common Stock Ownership Shares shall be entitled to exchange his, her or its Common Stock Ownership Shares for securities or other property deliverable upon the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock Ownership Shares (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunder.

Other Notices. In the event that the Company shall propose If at any time: : (i) to The Company shall declare any cash dividend or distribution upon any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock); its Shares; (ii) to effect There shall be any acquisition or capital reorganization or reclassification or recapitalization of its the capital stock outstanding involving a change in of the capital stock; or Company; (iii) to merge There shall be a voluntary or consolidate with involuntary dissolution, liquidation or into any other corporation, or to sell, lease or convey all or substantially all winding-up of its property or business, or to liquidate, dissolve or wind upthe Company; or (iv) There shall be an initial public offering of the Company’s securities; then, in connection with each such eventany one or more of said cases, the Company shall mail give, by first class mail, postage prepaid or by reputable overnight express courier (charges prepaid) or by facsimile (with confirmation of transmittal) or electronic mail, addressed to the Holder of this Warrant Holder notice at the address of such transaction: Holder as shown on the signature page hereof (Aor such other address as the Holder may designate by advance written notice to the Company), (a) at least five ten (510) business days’ days prior written notice in accordance with Section 11 of the date on which the books of the Company shall close or a record shall be taken for such dividend or distribution for determining rights to vote in respect of any such acquisition, reorganization, reclassification, dissolution, liquidation, winding-up or public offering, and (and specifying b) in the case of any such acquisition, reorganization, reclassification, dissolution, liquidation, winding-up or public offering, at least ten (10) days prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holder holders of the affected class or series of capital stock Shares shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written . Any notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing given in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company foregoing clause (if such approval is required). The first of such notices b) shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and also specify the date on which a holder the holders of Common Stock Shares shall be entitled to exchange his, her or its Common Stock their Shares for securities or other property deliverable upon such acquisition, reorganization, reclassification, dissolution, liquidation, winding-up, conversion or public offering, as the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereundercase may be.

Other Notices. In the event that the Company shall propose case at any time: time (i) the Company pays any dividends payable in stock upon its Common Stock or makes any distributions (other than regular cash dividends) to declare any dividend or distribution upon any class or series the holders of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock)its Common Stock; (ii) the Company offers for subscription pro rata to effect any reclassification or recapitalization the holders of its capital Common Stock any additional shares of stock outstanding involving a change in the capital stockof any class or any other rights; or (iii) to merge there is a capital reorganization or consolidate with or into any other corporationreclassification of the Common Stock of the Company, or to sella consolidation or merger of the Company with, or a share exchange in which the Common Stock of the Company is being acquired by, or a sale or lease or convey of all or substantially all of its property assets to, another entity; or business(iv) there is a voluntary or involuntary dissolution, liquidation or to liquidate, dissolve or wind upwinding up of the Company; then, in connection with each such eventany one or more of these cases, the Company shall mail cause to be mailed to the Holder of this Warrant Holder notice of such transaction: (A) at least five (5) business days’ prior written notice in accordance with Section 11 of the date on which a record shall be taken for such dividend or distribution (and specifying i) the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders books of the Company close or a record is taken for the dividend, distribution or subscription rights, or (if such approval is required)ii) the reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or winding up shall take place. The first of such notices notice also shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on as of which a holder the holders of the Common Stock of record shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange his, her or its their Common Stock for securities or other property deliverable upon the occurrence reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation, or winding up. The notice shall be given at least ten (10) days prior to the closing of such eventthe transaction in question and not less than ten (10) and days prior to the Company record date or the date on which the Company's transfer books are closed with respect to the transaction. Failure to give the notice, or any defect in the notice, shall thereafter give such holder prompt notice not affect the legality or validity of any changes transaction covered or to be covered in such terms the notice. On the date of the dissolution, liquidation or conditions that are material to a holder winding up of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Company, if it actually occurs, this Warrant Holder effectively to exercise its and all rights hereunderexisting under this Warrant shall terminate.

Other Notices. In the event that case at any time: (i) the Company shall propose at any time: (i) to declare any dividend or distribution upon the Common Stock payable in shares of stock of any class or series make any other distribution (other than dividends or distributions payable in cash out of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant retained earnings) to a split or subdivision the holders of the outstanding shares of capital stock); Common Stock; (ii) the Company shall offer for subscription pro rata to effect all holders of the Common Stock any reclassification additional shares of stock of any class or recapitalization of its capital stock outstanding involving a change in the capital stock; or other rights; (iii) to merge there shall be any capital reorganization of the Company, or consolidate reclassification of the Common Stock, or consolidation or merger of the Company with or into any other corporationinto, or to sell, lease or convey sale of all or substantially all its assets to another entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of its property or business, or to liquidate, dissolve or wind upthe Company; then, in connection with each such eventcase, the Company shall mail give to the holder of this Warrant Holder notice of such transaction: (Aa) at least five (5) business days’ prior written notice in accordance with Section 11 of 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 dividend, distribution or distribution subscription rights, or for determining the holders of Common Stock entitled to vote in respect of any such transaction, and (and specifying b) the date (or, if not then known, a reasonable approximation thereof by the Company) when such transaction shall occur. Such notice shall also specify the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder holders of Common Stock shall be entitled to receive such dividend, distribution or subscription rights or to exchange his, her or its their Common Stock for stock or other securities or other property deliverable upon the occurrence consummation of such eventtransaction. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of any action referred to in clauses (i), (ii), (iii) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunderiv) above.

Other Notices. In the event that the Company shall propose case at any time: : (i) to Aviation shall declare any dividend or distribution upon the Common Stock payable in shares of stock of any class or series make any other distribution (other than dividends or distributions payable in cash out of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant retained earnings) to a split or subdivision the holders of the outstanding shares of capital stock); Common Stock; (ii) Aviation shall offer for subscription pro rata to effect the holders of the Common Stock any reclassification additional shares of stock of any class or recapitalization of its capital stock outstanding involving a change in the capital stock; or other rights; (iii) to merge there shall be any capital reorganization of Aviation, or consolidate reclassification of the Common Stock, or consolidation or merger of Aviation with or into any other corporationinto, or to sell, lease or convey sale of all or substantially all its assets to, another entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of its property or business, or to liquidate, dissolve or wind upAviation; then, in connection with each such eventcase, the Company Aviation shall mail give to the holder of this Warrant Holder notice of such transaction: (Aa) at least five (5) business days’ prior written notice in accordance with Section 11 of the date on which the books of Aviation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend dividend, distribution or distribution subscription rights, or for determining the holders of Common Stock entitled to vote in respect of any such transaction, and (and specifying b) the date (or, if not then known, a reasonable approximation thereof by Aviation) when such transaction shall occur. Such notice shall also specify the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder holders of Common Stock shall be entitled to receive such dividend, distribution or subscription rights or to exchange his, her or its their Common Stock for stock or other securities or other property deliverable upon the occurrence consummation of such eventtransaction. Such notice shall be given at least 30 days prior to the record date or the date on which Aviation's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of any action referred to in clauses (i), (ii), (iii) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunderiv) above.

Other Notices. In case at any time from the event that date hereof until the issue date of the Compensation Warrants: (i) the Company shall propose at any time: (i) to declare any dividend upon its Shares payable in Shares or distribution upon other securities of the Company; (ii) the Company shall offer for subscription pro rata to the holders of its Shares any additional shares of any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization of its capital stock outstanding involving a change in the capital stock; or rights; (iii) to merge there shall be any capital reorganization or consolidate with or into any other corporationreclassification of the capital stock of the Company, or to sellconsolidation, lease amalgamation or convey merger of the Company with, or sale of all or substantially all of its property assets to, another corporation; or (iv) there shall be a voluntary or businessinvoluntary dissolution, liquidation or to liquidatewinding-up of the Company, dissolve or wind up; then, in connection with each any one or more of such eventcases, the Company shall mail give to the Warrant Holder notice of such transaction: Agent: (A) at least five (5) business 10 days’ ' prior written notice in accordance with Section 11 of the date on which a record shall be taken for such dividend dividend, distribution or distribution (and specifying the date on which the holder of the affected class or series of capital stock shall be entitled thereto) subscription rights or for determining the rights to vote, if any, vote in respect of the matters referred to in (c)(ii) any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up; and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) aboveany such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 10 days' prior written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and date when the same shall also notify the Warrant Holder in writing take place. Such notice in accordance with Section 11 the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the final approval date on which the holders of Shares shall be entitled thereto, and such transaction by notice in accordance with the stockholders of the Company foregoing clause (if such approval is required). The first of such notices B) shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and also specify the date on which a holder the holders of Common Stock Shares shall be entitled to exchange his, her or its Common Stock their Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereundercase may be.

Other Notices. In the event that case at any time: (i) the Company shall propose at any time: (i) to declare any dividend or distribution upon the Common Stock payable in shares of stock of any class or series make any other distribution (other than dividends or distributions payable in cash out of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant retained earnings) to a split or subdivision the holders of the outstanding shares of capital stock); Common Stock; (ii) the Company shall offer for subscription pro rata to effect the holders of the Common Stock any reclassification additional shares of stock of any class or recapitalization of its capital stock outstanding involving a change in the capital stock; or other rights; (iii) to merge there shall be any capital reorganization of the Company, or consolidate reclassification of the Common Stock, or consolidation or merger of the Company with or into any other corporationinto, or to sell, lease or convey sale of all or substantially all its assets to, another entity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of its property or business, or to liquidate, dissolve or wind upthe Company; then, in connection with each such eventcase, the Company shall mail give to the holder of this Warrant Holder notice of such transaction: (Aa) at least five (5) business days’ prior written notice in accordance with Section 11 of 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 dividend, distribution or distribution subscription rights, or for determining the holders of Common Stock entitled to vote in respect of any such transaction, and (and specifying b) the date (or, if not then known, a reasonable approximation thereof by the Company) when such transaction shall occur. Such notice shall also specify the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder holders of Common Stock shall be entitled to receive such dividend, distribution or subscription rights or to exchange his, her or its their Common Stock for stock or other securities or other property deliverable upon the occurrence consummation of such eventtransaction. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of any action referred to in clauses (i), (ii), (iii) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunderiv) above.

Other Notices. In the event that the Company shall propose at any time: (ia) to declare any dividend or distribution upon any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock); (iib) to effect any reclassification or recapitalization of its capital stock outstanding involving a change in the capital stock; or (iiic) to merge or consolidate with or into any other corporation, or to sell, lease or convey all or substantially all of its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall mail to the Warrant Note Holder notice of such transaction: (A1) at least five (5) business days’ prior written notice in accordance with Section 11 17(i) of the date on which a record shall be taken for such dividend or distribution (and specifying the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(iiiv)(b) and (c)(iiiiv)(c) above; and (B2) in the case of the matters referred to in (c)(iiiv)(b) and (c)(iiiiv)(c) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Note Holder in writing in accordance with Section 11 17(i) of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder of Common Stock shall be entitled to exchange his, her or its Common Stock for securities or other property deliverable upon the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Note Holder effectively to exercise its rights hereunder.

Other Notices. In the event that the Company shall propose case at any time: ------------- (i) to the Company shall declare any dividend or distribution upon the Common Stock payable in shares of stock of any class or series make any other distribution (other than dividends or distributions payable in cash out of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant retained earnings) to a split or subdivision the holders of the outstanding shares of capital stock); Common Stock; (ii) the Company shall offer for subscription pro rata to effect all holders of the Common Stock any reclassification additional shares of stock of any class or recapitalization of its capital stock outstanding involving a change in the capital stock; or other rights; (iii) to merge or consolidate with or into there shall be any other corporationcapital reorganization of the Company, or to sell, lease reclassification of the Common Stock or convey sale of all or substantially all its assets to another entity; (iv) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of its property or business, or to liquidate, dissolve or wind upthe Company; then, in connection with each such eventcase, the Company shall mail give to the holder of this Warrant Holder notice of such transaction: (Aa) at least five (5) business days’ prior written notice in accordance with Section 11 of 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 dividend, distribution or distribution subscription rights, or for determining the holders of Common Stock entitled to vote in respect of any such transaction, and (and specifying b) the date (or, if not then known, a reasonable approximation thereof by the Company) when such transaction shall occur. Such notice shall also specify the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder holders of Common Stock shall be entitled to receive such dividend, distribution or subscription rights or to exchange his, her or its their Common Stock for or stock or other securities or other property deliverable upon the occurrence consummation of such eventtransaction. Such notice shall be given at least 30 days prior to the record date or the date on which the Company's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of any action referred to in clauses (i), (ii), (iii) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunderiv) above.

Other Notices. In the event that the Company shall propose at any time: : (i) to declare any dividend or distribution upon any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization of its capital stock outstanding involving a change in the capital stock; or (iii) to merge or consolidate with or into any other corporation, or to sell, lease or convey all or substantially all of its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall mail to the Warrant Holder notice of such transaction: (A) at least five (5) business days’ prior written notice in accordance with Section 11 of the date on which a record shall be taken for such dividend or distribution (and specifying the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 12 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder of Common Stock shall be entitled to exchange his, her or its Common Stock for securities or other property deliverable upon the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunder.

Other Notices. In the event that the Company shall propose cases at any time: : (i) to declare there shall be any dividend capital reorganization, or distribution upon any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision reclassification of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization of its capital stock outstanding involving 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 capital stock; or (iii) to merge or consolidate with or into any other corporationCompany's Common Stock), or to sell, lease or convey sale of all or substantially all of its property assets to, another corporation; (ii) there shall be a voluntary or businessinvoluntary dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, or to liquidate, dissolve or wind upwinding up of the Company; or (iii) the Company shall declare any non-cash dividend on its Common Stock; then, in connection with each such eventany one or more of said cases, the Company shall mail give written notice to the Warrant Holder notice of such transaction: (A) at least five (5) business days’ prior written notice in accordance with Section 11 Client of the date (or, if not then known, a reasonable approximation thereof by the Company) on which a record such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or other action or dividend, as the case may be, shall be taken for such dividend or distribution take place. Such notice shall also specify (and specifying or, if not then known, reasonably approximate) the date on as of which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder clients of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder of Common Stock record shall be entitled to exchange his, her or its their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation merger, sale, dissolution, liquidation, bankruptcy, assignment for the occurrence benefit of creditors, winding up, or other action, or the date of such event) and dividend, as the Company case may be. Such notice shall thereafter give be mailed to the Client at least five days prior to the record date for such holder prompt notice action in the case of any changes action described in such terms Subsection (i) or conditions that are material Subsection (ii) above, and in the case of any action described in Subsection (ii) above, at least five days prior to a holder the date on which the action described is to take place and at least five days prior to the record date for determining clients of Common Stock (as determined by the Board entitled to receive securities and/or other property in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunderconnection with such action.

Other Notices. In the event that case at any time: (i) the Company shall propose at any time: (i) to declare any dividend or distribution upon the Capital Stock payable in shares of stock of any class or series make any other distribution (other than dividends or distributions payable in cash out of capital stock, whether in cash, property, stock earnings or other securities (including, without limitation, pursuant earned surplus) to a split or subdivision the holders of the outstanding shares of capital stock); Capital Stock; (ii) the Company shall offer for subscription pro rata to effect the holders of the Capital Stock any reclassification additional shares of stock of any class or recapitalization of its capital stock outstanding involving a change in the capital stock; or other rights; (iii) to merge there shall be any capital reorganization of the Company, or consolidate reclassification of the Capital Stock, or consolidation or merger of the Company with or into any other corporationinto, or to sell, lease or convey sale of all or substantially all of its property assets to, another corporation or businessentity; or (iv) there shall be a voluntary or involuntary dissolution, liquidation, or to liquidate, dissolve or wind upwinding-up of the Company; then, in connection with each such eventcase, the Company shall mail give to the holder of this Warrant Holder (a) notice of such transaction: (A) at least five (5) business days’ prior written notice in accordance with Section 11 of 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 dividend, distribution, or distribution subscription rights or for determining the holders of Capital Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up and (and specifying b) 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 holder holders of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(ii) and (c)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder of Common Capital Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange his, her or its Common their Capital Stock for stock or other securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the occurrence of such event) and case may be. Such notice shall be given at least 20 days prior to the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a or the date that would permit on which the Warrant Holder effectively to exercise its rights hereunderCompany's books are closed in respect thereto.

Other Notices. In the event that the Company shall propose at any time: (i) to declare any dividend or distribution upon any class or series of capital stock, whether in cash, property, stock or other securities (including, without limitation, pursuant to a split or subdivision of the outstanding shares of capital stock); (ii) to effect any reclassification or recapitalization of its capital stock outstanding involving a change in the capital stock; or (iii) to merge or consolidate with or into any other corporation, or to sell, lease or convey all or substantially all of its property or business, or to liquidate, dissolve or wind up; then, in connection with each such event, the Company shall mail to the Warrant Holder notice of such transaction: (A) at least five (5) business days’ prior written notice in accordance with Section 11 20 of the date on which a record shall be taken for such dividend or distribution (and specifying the date on which the holder of the affected class or series of capital stock shall be entitled thereto) or for determining the rights to vote, if any, in respect of the matters referred to in (c)(ii) and (c)(iii) above; and (B) in the case of the matters referred to in (c)(iid)(ii) and (c)(iiid)(iii) above, written notice of such impending transaction not later than ten (10) business days’ prior to any shareholders’ meeting called to approve such transaction, or ten (10) business days’ prior to the closing of such transaction, whichever is earlier, and shall also notify the Warrant Holder in writing in accordance with Section 11 20 of the final approval of such transaction by the stockholders of the Company (if such approval is required). The first of such notices shall describe the terms and conditions of the impending transaction that are material to a holder of Common Stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and specify the date on which a holder of Common Stock shall be entitled to exchange his, her or its Common Stock for securities or other property deliverable upon the occurrence of such event) and the Company shall thereafter give such holder prompt notice of any changes in such terms or conditions that are material to a holder of Common Stock (as determined by the Board in good faith). The Company acknowledges that any record date must be set at a date that would permit the Warrant Holder effectively to exercise its rights hereunder.