Common use of Other Provisions Relating to Rights of Warrantholder Clause in Contracts

Other Provisions Relating to Rights of Warrantholder. 4.1 No Rights as Shareholders; Notice to Warrantholders Nothing contained in this Warrant shall be construed as conferring upon the Warrantholder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any rights whatsoever as shareholders of the Company. The Company shall give notice to the Warrantholder by registered mail if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur: (a) the Company shall authorize the payment of any dividend payable in any securities upon shares of Common Stock or authorize the making of any distribution (other than a cash dividend excluded from the definition of "Special Dividend" by the second parenthetical comment set forth in Section 3.1(b)) to all holders of Common Stock; (b) the Company shall authorize the issuance to all holders of Common Stock of any additional shares of Common Stock or Common Stock Equivalents or of rights, options or warrants to subscribe for or purchase Common Stock or Common Stock Equivalents or of any other subscription rights, options or warrants; (c) a dissolution, liquidation or winding up of the Company shall be proposed; or (d) a capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of Common Stock outstanding) or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety. Such giving of notice shall be initiated (i) at least 10 Business Days prior to the date fixed as a record date or effective date or the date of closing of the Company's stock transfer books for the determination of the shareholders entitled to such dividend, distribution or subscription rights, or for the determination of the shareholders entitled to vote on such proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the stock transfer books, as the case may be. Failure to provide such notice shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.

Other Provisions Relating to Rights of Warrantholder. 4.1 No Rights as Shareholders; Notice to Warrantholders Warrantholders. Nothing contained in this Warrant shall be construed as conferring upon the Warrantholder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any rights whatsoever as shareholders of the Company. The Company shall give notice to the Warrantholder by registered mail if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur: (a) the Company shall authorize the payment of any dividend payable in any securities upon shares of Common Stock or authorize the making of any distribution (other than a cash dividend excluded from subject to the definition of "Special Dividend" by the second parenthetical comment set forth in Section 3.1(b)) to all holders of Common Stock; (b) the Company shall authorize the issuance to all holders of Common Stock of any additional shares of Common Stock or Common Stock Equivalents or of rights, options or warrants to subscribe for or purchase Common Stock or Common Stock Equivalents or of any other subscription rights, options or warrants; (c) a dissolution, liquidation or winding up of the Company shall be proposed; or (d) a capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of Common Stock outstanding) or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety. Such giving of notice shall be initiated (i) at least 10 Business Days prior to the date fixed as a record date or effective date or the date of closing of the Company's stock transfer books for the determination of the shareholders entitled to such dividend, distribution or subscription rights, or for the determination of the shareholders entitled to vote on such proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the stock transfer books, as the case may be. Failure to provide such notice shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.

Other Provisions Relating to Rights of Warrantholder. 4.1 No Rights as Shareholders; Notice to Warrantholders Nothing contained in this Warrant shall be construed as conferring upon the Warrantholder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any rights whatsoever as shareholders of the Company. The Company shall give notice to the Warrantholder by registered mail if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur: (a) the Company shall authorize the payment of any dividend payable in any securities upon shares of Common Stock or authorize the making of any distribution (other than a cash dividend excluded from subject to the definition of "Special Dividend" by the second parenthetical comment set forth in Section 3.1(b)) to all holders of Common Stock; (b) the Company shall authorize the issuance to all holders of Common Stock of any additional shares of Common Stock or Common Stock Equivalents or of rights, options or warrants to subscribe for or purchase Common Stock or Common Stock Equivalents or of any other subscription rights, options or warrantswarrants (other than Common Stock or Common Stock Equivalents or of rights, options or warrants to subscribe for or purchase Common Stock or Common Stock Equivalents or of any other subscription rights, options or warrants subject to the parenthetical set forth in Section 3.1(b)); (c) a dissolution, liquidation or winding up of the Company shall be proposed; or (d) a capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of Common Stock outstanding) or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety. Such giving of notice shall be initiated (i) at least 10 Business Days prior to the date fixed as a record date or effective date or the date of closing of the Company's stock transfer books for the determination of the shareholders entitled to such dividend, distribution or subscription rights, or for the determination of the shareholders entitled to vote on such proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the stock transfer books, as the case may be. Failure to provide such notice shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.

Other Provisions Relating to Rights of Warrantholder. 4.1 No Rights as ShareholdersSECTION 4.01: NO RIGHTS AS SHAREHOLDERS; Notice to Warrantholders NOTICE TO WARRANTHOLDERS. Nothing contained in this Warrant shall be construed as conferring upon the Warrantholder in its position as such or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any rights whatsoever as shareholders of the Company. The Company shall give notice to the Warrantholder by registered mail if if, at any time prior to the expiration or exercise in full of the Warrantsthis Warrant, any of the following events shall occur: (a) the Company shall authorize effect any transactions subject to SECTION 3.01 with respect to the payment holders of any dividend payable in any securities upon shares of Common Stock or authorize the making of any distribution (other than a cash dividend excluded from the definition of "Special Dividend" by the second parenthetical comment set forth in Section 3.1(b)) to all holders of Common Stock; (b) the Company shall authorize the issuance offer to all holders of shares of Common Stock of any additional shares of Common Stock or Common Stock Equivalents or of rights, options or warrants any right to subscribe for or purchase Common Stock or Common Stock Equivalents or of any other subscription rights, options or warrantsthereto; (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation, merger, or sale of all, or substantially all, of its property, assets, and business as an entirety) shall be proposedapproved; or (d) a capital reorganization or reclassification any consolidation of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or any consolidation Company with or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of Common Stock outstanding) corporation, or in the case of any sale or conveyance to another corporation of the property of the Company Company, as an entirety or substantially as an entirety. Such giving of notice shall be initiated (i) at least 10 Business Days given not later than ten days prior to the date fixed as a record date or effective date or the date of closing of the Company's stock transfer books for the determination of the shareholders entitled to such dividend, distribution distribution, or subscription rights, or for the determination of the shareholders entitled to vote on such proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the stock transfer books, as the case may be, the date of any shareholder meeting scheduled in connection therewith, and the anticipated payment or closing date in connection therewith. Failure to provide such notice shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.

Other Provisions Relating to Rights of Warrantholder. 4.1 No Rights as Shareholders; Notice to Warrantholders Warrantholders. Nothing contained in this Warrant shall be construed as conferring upon the Warrantholder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, or any rights whatsoever as shareholders of the Company. The Company shall give notice to the Warrantholder by registered mail if at any time prior to the expiration or exercise in full of the WarrantsWarrant, any of the following events shall occur: (a) the Company shall authorize the payment of any dividend payable in any securities upon shares of Common Stock or authorize the making of any distribution (other than a cash dividend excluded from subject to the definition of "Special Dividend" by the second parenthetical comment set forth in Section 3.1(b)) to all holders of Common Stock; (b) the Company shall authorize the issuance to all holders of Common Stock of any additional shares of Common Stock or Common Stock Equivalents equivalents or of rights, options or warrants to subscribe for or purchase Common Stock or Common Stock Equivalents equivalents or of any other subscription rights, options or warrants; (c) a dissolution, liquidation or winding up of the Company shall be proposed; or (d) a capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of Common Stock outstanding) or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety. Such giving of notice shall be initiated (i) at least 10 20 Business Days prior to the date fixed as a record date or effective date or the date of closing of the Company's stock transfer books for the determination of the shareholders entitled to such dividend, distribution or subscription rights, or for the determination of the shareholders entitled to vote on such proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the stock transfer books, as the case may be. Failure to provide such notice shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.

Other Provisions Relating to Rights of Warrantholder. 4.1 Section 3.01 No Rights as Shareholders; Notice to Warrantholders Nothing Warrantholders. Except as set forth in Section 3.02 hereof, nothing contained in this Warrant Agreement shall be construed as conferring upon the Warrantholder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder stockholder in respect of any meeting of shareholders stockholders for the election of directors of the Company Corporation or of any other matter, or any rights whatsoever as shareholders a stockholder of the CompanyCorporation. The Company Corporation shall give notice to the Warrantholder by registered certified mail if at any time prior to the expiration or exercise in full of the Warrantsall of its Warrant, any of the following events shall occur: (a) the Company Corporation shall authorize the payment of declare any dividend payable in any securities upon shares of Common Stock or authorize the making of any distribution (other than a cash dividend excluded from the definition of "Special Dividend" by the second parenthetical comment set forth in Section 3.1(b)) with respect to all holders of Common Stockits capital stock; (b) the Company shall authorize the issuance to all holders of Common Stock of any additional shares of Common Stock or Common Stock Equivalents or of rights, options or warrants to subscribe for or purchase Common Stock or Common Stock Equivalents or of any other subscription rights, options or warrants; (c) a dissolution, liquidation or winding up of the Company Corporation shall be proposed; or (dc) a capital reorganization or reclassification of the Common Stock (other than a subdivision or combination capital stock of the outstanding Common Stock and other than a change in the par value of the Common Stock) or Corporation, any consolidation or merger of the Company Corporation with or into another corporation (other than a consolidation corporation, any transaction or merger series of transactions in which more than fifty percent (50%) of the Company is voting securities of the continuing corporation and that does not result in any reclassification Corporation are transferred to another person, or change of Common Stock outstanding) or in the case of any sale or conveyance to another corporation of the property of the Company Corporation as an entirety or substantially as an entirety. Such giving of notice shall be initiated (i) effected at least 10 five Business Days prior to the date fixed as a record date or effective date or the date of closing of the CompanyCorporation's stock transfer books for the determination of the shareholders stockholders entitled to such dividend, distribution dividend or subscription rightsdistribution, or for the determination of the shareholders stockholders entitled to vote on such proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up. Such notice shall specify such record date or the date of closing the stock transfer books, as the case may be. Failure to provide such notice shall not affect the validity of any action taken in connection with such dividend, distribution or subscription rights, or proposed merger, consolidation, sale, conveyance, dissolution, liquidation or winding up.

Other Provisions Relating to Rights of Warrantholder. 4.1 Section 4.01: No Rights as ShareholdersShareholder; Notice to Warrantholders ----------------------------------- Warrantholder. ------------- Nothing contained in this Warrant shall be construed as conferring upon the Warrantholder or his or its transferees the right to vote or to receive dividends or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or of any other matter, matter or any rights whatsoever as shareholders of the Company, except to the extent specifically provided for herein; provided, however that the Warrantholder shall be delivered all notices and other communications sent by the Company to its shareholders. The Without limiting the foregoing, in case at any time: (1) the Company shall declare any dividend payable in Common Stock or any distribution (other than cash dividends) to the holders of the Common Stock; (2) the Company shall make an offer for subscription pro rata to the holders of its Common --- ---- Stock of any additional shares of stock of any class or other rights; (3) there shall be any capital reorganization, or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or (4) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any one or more of such cases, the Company shall give notice to the Warrantholder by registered mail if at any time prior to the expiration or exercise in full of the Warrants, any of the following events shall occur: date on which (a) the Company shall authorize the payment of any dividend payable in any securities upon shares of Common Stock or authorize the making of any distribution (other than a cash dividend excluded from the definition of "Special Dividend" by the second parenthetical comment set forth in Section 3.1(b)) to all holders of Common Stock; (b) the Company shall authorize the issuance to all holders of Common Stock of any additional shares of Common Stock or Common Stock Equivalents or of rights, options or warrants to subscribe for or purchase Common Stock or Common Stock Equivalents or of any other subscription rights, options or warrants; (c) a dissolution, liquidation or winding up books of the Company shall be proposed; or (d) close or a capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of Common Stock outstanding) or in the case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety. Such giving of notice record shall be initiated (i) at least 10 Business Days prior to the date fixed as a record date or effective date or the date of closing of the Company's stock transfer books taken for the determination of the shareholders entitled to such dividend, distribution or subscription rights, or for the determination of the shareholders entitled to vote on (b) such proposed mergerreorganization, reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up. Such notice winding-up shall specify such record date or the date of closing the stock transfer bookstake place, as the case may be. Failure to provide such Such notice shall not affect also specify the validity date as of any action taken which the holders of Common Stock of records shall participate in connection with such dividend, distribution or subscription rights, or proposed mergershall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation liquidation, or winding upup as the case may be. Such written notice shall be given not less than 10 days and not more than 90 days prior to the record date on which the Company's transfer books are closed in respect thereto and such notice may state that the record date is subject to the effectiveness of a registration statement under the Securities Act, or to a favorable vote of stockholders, if either is required.