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.

Appears in 7 contracts

Samples: Redeemable Warrant Agreement (Amalgamated Pictures Corp.), Warrant Agreement (Pipeline Data Inc), Redeemable Warrant Agreement (Pipeline Data Inc)

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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.

Appears in 4 contracts

Samples: Consolidated Pictures Corp, Bellacasa Productions Inc, Bellacasa Productions Inc

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.

Appears in 3 contracts

Samples: Agreement (I Trax Inc), I Trax Inc, I Trax Inc

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.

Appears in 3 contracts

Samples: Unit Purchase Warrant (Spectre Gaming Inc), Subscription Agreement (Spectre Gaming Inc), Spectre Gaming Inc

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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.

Appears in 3 contracts

Samples: Exchange Agreement (Woodglen Group Lp), Exchange Agreement (Martin Frank A), Woodglen Group Lp

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.

Appears in 2 contracts

Samples: Warrant Agreement (PDS Financial Corp), Warrant Agreement (PDS Financial Corp)

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