Common use of Prior Notice as to Certain Events Clause in Contracts

Prior Notice as to Certain Events. In case at any time: the Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder as shown on the books of the Company, of the date on which (x) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (y) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: the : (a) The Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the or (b) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or there or (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or there or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: the Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder Warrant holder at the address of such Warrantholder Warrant holder as shown on the books of the Company, of the date on which (x) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (y) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (a) the Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or or (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder as shown on the books of the Company, of the date on which (x) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (y) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, with another corporation or sale, conveyance, lease a sale or other transfer disposition of all or substantially all of its assets to, another corporationassets; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more each of such said cases, the Company shall give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the holder of this Warrant at the address of such Warrantholder holder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. A copy of each such notice shall be sent simultaneously to each transfer agent of the Company's Common Stock. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty ten (2010) days prior to the action in question and not less than twenty ten (2010) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: the : (a) The Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the or (b) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or there or (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or there or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder Warrant holder at the address of such Warrantholder Warrant holder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (a) the Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or ; (b) the Company shall offer for subscription pro rata purposes to the holders of its Common Stock any additional shares of stock of any class or any other rights; or ; (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or or (d) 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 prior written notice, by first first-class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such each stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) 20 days prior to the action in question and not less than twenty (20) 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: the : (a) The Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the or (b) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or there or (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or there or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder Warrant holder at the address of such Warrantholder Warrant holder as shown on the books of the CompanyCompany (and written notice thereof to the Warrant Agent), of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: (a) the Company Corporation shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (b) the Company Corporation shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (c) there shall be any capital reorganization or reclassification of the capital stock of the CompanyCorporation, or consolidation or merger of the Company Corporation with, or sale, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; then then, in any one or more of such cases, the Company Corporation shall give prior written notice, by first first-class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder Holder as shown on the books of the CompanyCorporation, of the date on which (xi) the books of the Company Corporation shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) 15 days prior to the action in question and not less than twenty (20) 15 days prior to the record date or the date on which the Company's Corporation’s transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: If (a) the Company shall pay pays any stock dividend upon its Common Stock payable in stock or make makes any distribution (other than cash dividends) to the holders of its Common Stock; or (b) the Company shall offer offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (c) there shall be any capital is a reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, with another corporation or sale, conveyance, lease a sale or other transfer disposition of all or substantially all of its assets to, another corporationassets; or (d) there shall be is a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more each of such said cases, the Company shall will give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the holder of this Warrant at the address of such Warrantholder holder as shown on the books of the Company, of the date on which (xi) the books of the Company shall will close or a record shall is be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take takes place, as the case may be. A copy of each such notice will be sent simultaneously to each transfer agent of the Company's Common Stock. Such notice shall will also specify the date as of which the holders of the Common Stock of record shall will participate in such said dividend, distribution or subscription rights or shall will be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up, as the case may be. Such written notice shall must be given at least twenty (20) 10 days prior to the action in question and not less than twenty (20) 10 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: (a) the Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or (b) the Company shall offer for subscription pro rata purposes to the holders of its Common Stock any additional shares of stock of any class or any other rights; or (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder holder of Warrants at the address of such Warrantholder holder as shown on the books of the CompanyWarrant Register, of the date on which (xi) the books of the Company shall close or a record shall be taken for such each stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 20 days prior to the action in question questions and not less than twenty (20) 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case If at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or ; (b) the Company shall offer for subscription pro rata PRO RATA to the holders of its Common Stock any additional shares of stock of any class or any other rights; or ; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or a consolidation or merger of the Company with, or sale, conveyance, lease or other transfer a sale of all or substantially all of its assets to, another corporationentity; or or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more of each such casescase, the Company shall give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the Holder at the its address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 10 days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect theretoquestion.

Prior Notice as to Certain Events. In case If at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or ; (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or ; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or a consolidation or merger of the Company with, or sale, conveyance, lease or other transfer a sale of all or substantially all of its assets to, another corporationentity; or or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more of each such casescase, the Company shall give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the Holder at the its address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 10 days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect theretoquestion.

Prior Notice as to Certain Events. In case If, at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or ; (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or ; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or a consolidation or merger of the Company with, or sale, conveyance, lease or other transfer a sale of all or substantially all of its assets to, another corporationentity; or or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more of each such casescase, the Company shall give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the Holder at the its address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 30 days prior to the action in question and not less than twenty (20) 30 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (a) the Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or ; (b) the Company shall offer for subscription pro rata purposes to the holders of its Common Stock any additional shares of stock of any class or any other rights; or ; (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such each stock dividend, distribution or subscription rights rights, or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) 20 days prior to the action in question and not less than twenty (20) 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (1) the Company shall pay any dividend dividends upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or ; (2) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or ; (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, conveyance, lease or other transfer of all or substantially all of its assets to, to another corporation; or 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder as shown on the books of the Company, of the date on which (xa) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yb) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case Subject to the limitations set forth in the Investment Agreement, if, at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or ; (b) the Company shall offer for subscription pro rata PRO RATA to the holders of its Common Stock any additional shares of stock of any class or any other rights; or ; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or a consolidation or merger of the Company with, or sale, conveyance, lease or other transfer a sale of all or substantially all of its assets to, another corporationentity; or or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more of each such casescase, the Company shall give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the Holder at the its address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 30 days prior to the action in question and not less than twenty (20) 30 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or , or (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, with another corporation or sale, conveyance, lease a sale or other transfer disposition of all or substantially all of its assets to, another corporation(other than a transaction described in Section 2.l(ii)); or or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more each of such said cases, the Company shall give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the Registered Holder of this Warrant at the address of such Warrantholder holder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. A copy of each such notice shall be sent simultaneously to each transfer agent of the Company's Common Stock. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 20 days prior to the action in question and not less than twenty (20) 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or or (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, with another corporation or sale, conveyance, lease a sale or other transfer disposition of all or substantially all its assets; or (d) there shall be an amendment to the Certificate of Incorporation of the Company; or (e) the shareholders shall amend the By-Laws of the Company; or 10 (f) the Company proposes to offer of its assets to, another corporationCommon Stock in a public offering; or or (g) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more each of such said cases, the Company shall give prior written notice, by first class registered mail, postage prepaid, return receipt requested, addressed to each registered Warrantholder the Registered Holder of this Warrant at the address of such Warrantholder holder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or distribution, subscription rights or shareholder vote or (yii) such reorganization, reclassification, consolidation, merger, sale, amendment, public offering, dissolution, liquidation or winding up shall take place, as the case may be. A copy of each such notice shall be sent simultaneously to each transfer agent of the Company's Common Stock. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 20 days prior to the action in question and not less than twenty (20) 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: the : (a) The Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the or (b) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or there or (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or there or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder Warrantholders at the address of such Warrantholder Warrantholders as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or or (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, with another corporation or sale, conveyance, lease a sale or other transfer disposition of all or substantially all its assets; or (d) there shall be an amendment to the Certificate of Incorporation of the Company; or (e) the shareholders shall amend the By-Laws of the Company; or (f) the Company proposes to offer of its assets to, another corporationCommon Stock in a public offering; or or (g) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then 10 then, in any one or more each of such said cases, the Company shall give prior written notice, by first class registered mail, postage prepaid, return receipt requested, addressed to each registered Warrantholder the Registered Holder of this Warrant at the address of such Warrantholder holder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or distribution, subscription rights or shareholder vote or (yii) such reorganization, reclassification, consolidation, merger, sale, amendment, public offering, dissolution, liquidation or winding up shall take place, as the case may be. A copy of each such notice shall be sent simultaneously to each transfer agent of the Company's Common Stock. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 20 days prior to the action in question and not less than twenty (20) 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: the : (a) The Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the or (b) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or there or (c) 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, conveyance, lease or other transfer of all or substantially all of its assets to, another corporation; or there or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder as shown on the books of the Company, of the date on which (xa) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yb) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: the event, (a) The Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the or (b) The Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or there or (c) 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, conveyance, lease lease, or other transfer of all or substantially sustantially all of its assets to, another corporation; or there or (d) 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 prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder at the address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights rights, or (yii) such reorganizationreorganiztion, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date xxxx as of which the holders of the 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, or winding up, as the case may be. Such written notice shall be given at least twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (i) the Company shall pay any dividend upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or the Company Borrower shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or or (ii) there shall be any capital reorganization or reclassification of the capital stock of the CompanyBorrower, or consolidation or merger of the Company with, Borrower with another corporation or sale, conveyance, lease a sale or other transfer disposition of all or substantially all of its assets to, another corporationassets; or or (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyBorrower; then then, in any one or more each of such said cases, the Company Borrower shall give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the holder of this Note at the address of such Warrantholder holder as shown on the books of the CompanyBorrower, of the date on which (xA) the books of the Company Borrower shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yB) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice also shall also specify the date as of which the holders of record of the Borrower's Common Stock of record shall participate in such said stock dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock of Borrower for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty ten (2010) days prior to the action in question and not less than twenty ten (2010) days prior to the record date or the date on which the CompanyBorrower's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or or (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or or (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with, with another corporation or sale, conveyance, lease a sale or other transfer disposition of all or substantially all its assets; or (d) there shall be an amendment to the Certificate of its assets to, another corporationIncorporation of the Company; or or (e) the shareholders shall amend the By-Laws of the Company; or (g) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more each of such said cases, the Company shall give prior written notice, by first class registered mail, postage prepaid, return receipt requested, addressed to each registered Warrantholder the Registered Holder of this Warrant at the address of such Warrantholder holder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or distribution, subscription rights or shareholder vote or (yii) such reorganization, reclassification, consolidation, merger, sale, amendment, public offering, dissolution, liquidation or winding up shall take place, as the case may be. A copy of each such notice shall be sent simultaneously to each transfer agent of the Company's Common Stock. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 20 days prior to the action in question and not less than twenty (20) 20 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.

Prior Notice as to Certain Events. In case Subject to the limitations set forth in the Investment Agreement, if, at any time: : (a) the Company shall pay any dividend payable in stock upon its Common Stock payable in stock or make any distribution (other than cash dividends) to the holders of its Common Stock; or ; (b) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other rights; or ; (c) there shall be any capital reorganization or reclassification of the capital stock of the Company, or a consolidation or merger of the Company with, or sale, conveyance, lease or other transfer a sale of all or substantially all of its assets to, another corporationentity; or or (d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then then, in any one or more of each such casescase, the Company shall give prior written notice, by first class mail, postage prepaid, addressed to each registered Warrantholder the Holder at the its address of such Warrantholder as shown on the books of the Company, of the date on which (xi) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights or (yii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such said 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, liquidation or winding up, as the case may be. Such written notice shall be given at least twenty (20) 30 days prior to the action in question and not less than twenty (20) 30 days prior to the record date or the date on which the Company's transfer books are closed in respect thereto.