Common use of Prior Notice of Certain Events Clause in Contracts

Prior Notice of Certain Events. If at any time: (a) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of record; (b) The Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporation, or a sale or other disposition of all or substantially all its assets; (d) There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by the Company.

Prior Notice of Certain Events. If In case at any time: (a) The Company the Corporation shall pay any dividend payable in stock upon its Common Stock dividends or make any distribution (other than cash dividends) to the its holders of its shares of Common Stock of recordStock; (b) The Company shall offer for subscription pro rata the Corporation proposes to make the holders of its Common Stock of record any additional shares of stock of any class or any other rights;Initial Public Offering; or (c) There there shall be any capital reorganization or reclassification of the capital stock shares of Common Stock of the CompanyCorporation, including any subdivision, split, combination or reverse split, or any consolidation or merger of the Company Corporation with another corporation, corporation or a sale or other disposition of all or substantially all of its assets;; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyCorporation; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do soany of said cases, the Company Corporation shall give prior written notice notice, by first-class mail, postage prepaid, addressed to the Warrantholder at the address of such Warrantholder as shown on the registration books of the Corporation, of the date on which (i) the books of the Company Corporation shall close or a record shall be taken for such stock dividenddistribution or subscription rights, distribution, subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, winding liquidation or winding-up or filing of a registration statement shall take place, as the case may be, or (iii) the registration statement is expected to become effective. A copy of each To the extent applicable, 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 Common Stock of record Corporation's shareholders shall participate in said dividend, distribution, subscription, registration distribution or other subscription rights or shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale merger or other dispositionsale, dissolution, liquidation, winding up liquidation or filingwinding-up, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty fifteen (3015) days prior to (i) such applicable event, (ii) the applicable record date or (iii) the effective or filing datedate on which the Corporation's transfer books are closed in respect thereto. In addition to the foregoing, whichever is earlierthe Corporation shall promptly notify Warrantholders in writing, by first class mail, postage prepaid, of the subject action or other event. The failure by the Company to give any first occurrence of a Triggering Event and such notice shall not serve to invalidate set forth the number of shares of Common Stock outstanding on such date, excluding any action otherwise validly taken by the Companyshares of Common Stock which are issued in connection with such Triggering Event.

Prior Notice of Certain Events. If at any time: (a) The the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of recordStock; (b) The the Company shall offer for subscription pro rata PRO RATA to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There there shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporationcorporation (other than a direct or indirect subsidiary of the Company), or a sale or other disposition of all or substantially all its assets;; or (d) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice notice, by hand delivery or by certified mail, postage prepaid, addressed to the Registered Holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 30 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by the Company.

Prior Notice of Certain Events. If at any time: (a) The the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of recordStock; (b) The the Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There there shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporationcorporation (other than a direct or indirect subsidiary of the Company), or a sale or other disposition of all or substantially all its assets;; or (d) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice notice, by hand delivery or by certified mail, postage prepaid, addressed to the Registered Holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 30 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by the Company.

Prior Notice of Certain Events. If at any time: (a) The the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of recordStock; (b) The the Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There there shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporation, or a sale or other disposition of all or substantially all its assets;; or (d) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice notice, by hand delivery or by certified mail, postage prepaid, addressed to the Holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 30 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by If any other event (not listed above) would require adjustment to the Exercise Price, then the Company shall give prior written notice thereof (in substance as set forth above) to the Holders, at their addresses and in the manner provided in Subsection 13.3. Notwithstanding the foregoing, the Company shall not be required to give any such prior written notice shall where it is not serve to invalidate any action otherwise validly taken by the Companyreasonably possible.

Prior Notice of Certain Events. If at any time: (a) The the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividendsdividends payable out of earnings or earned surplus) to the holders of its Common Stock of recordStock; (b) The the Company shall offer for subscription pro rata to the holders -------- of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There there shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporation, or a sale or other disposition of all or substantially all its assets;; or (d) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice notice, by hand delivery or by certified mail, postage prepaid, addressed to the Registered Holder of this Representatives' Warrant at the address of such holder as shown on the books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 30 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by If any other event (not listed above) would require adjustment to the Exercise Price, then the Company shall give prior written notice thereof (in substance as set forth above) to give any such notice shall not serve to invalidate any action otherwise validly taken by the CompanyRegistered Holder at its address and in the manner provided in Section 15.3 hereof.

Prior Notice of Certain Events. If In case at any time:time the Company shall propose (a) The Company shall to pay any dividend payable or make any distribution on shares of Common Stock in stock upon its shares of Common Stock or make any other distribution (other than regularly scheduled cash dividendsdividends which are not in a greater amount per share than the most recent such cash dividend) to the all holders of its Common Stock of record;Stock; or (b) The Company shall offer for subscription pro rata to the issue any rights, warrants, or other securities to all holders of its Common Stock of record entitling them to purchase any additional shares of stock of any class Common Stock or any other rights;, warrants, or other securities; or (c) There shall be to effect any reorganization reclassification or reclassification change of the capital stock outstanding shares of the Company, any consolidation or merger of the Company with another corporationCommon Stock, or a sale any consolidation, merger, sale, lease, or other disposition conveyance of all or substantially all its assets;property, described in Section 7; or (d) There shall be a voluntary or involuntary to effect any liquidation, dissolution, liquidation or winding winding-up of the Company; or (e) The Company shall file to take any registration statement pursuant other action which would cause an adjustment to the Securities Act of 1933, as amended (the "Act"), Exercise Price; then, and in each any one or more of such case, and to the extent that the Company can reasonably do socases, the Company shall give prior written notice of thereof, by registered mail, postage prepaid, to the date on which Holder at the Holder's address as it shall appear in the Warrant Register, mailed at least 15 days prior to (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing of a registration statement 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 record of shares of Common Stock of record shall participate in said to be entitled to receive any such dividend, distribution, subscriptionrights, registration warrants, or other rights securities are to be determined, (ii) the date on which any such reclassification, change of outstanding shares of Common Stock, consolidation, merger, sale, lease, conveyance of property, liquidation, dissolution, or winding-up is expected to become effective, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange their Common Stock shares for securities or other property property, if any, deliverable upon such reclassification, change of outstanding shares, consolidation, merger, sale or other dispositionsale, lease, conveyance of property, liquidation, dissolution, liquidationor winding-up, winding up or filing, as (iii) the case may be, and in any case contemplated by Paragraph (d) date of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) days prior such action which would require an adjustment to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by the CompanyExercise Price.

Prior Notice of Certain Events. If at any time: (a) The the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of recordStock; (b) The the Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There there shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporationcorporation (other than a direct or indirect subsidiary of the Company), or a sale or other disposition of all or substantially all its assets;; or (d) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice notice, by hand delivery or by certified mail, postage prepaid, addressed to the Registered Holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other subscription rights or shall be entitled to exchange their Common -10- Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 30 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by the Company.

Prior Notice of Certain Events. If at any time: (a) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of record; (b) The Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporation, or a sale or other disposition of all or substantially all its assets; (d) There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by the Company.

Prior Notice of Certain Events. If at any timeIn case: (ai) The Company the Corporation shall pay any dividend payable declare or authorize a redemption or repurchase of in stock upon its excess of five percent of the then outstanding shares of Common Stock or make any distribution Stock; or (other than cash dividendsii) the Corporation shall authorize the granting to the all holders of its Common Stock of record; (b) The Company shall offer rights or warrants to subscribe for subscription pro rata to the holders of its Common Stock of record or purchase any additional shares of stock of any class or of any other rights;rights or warrants (other than pursuant to the Rights Agreement or, following the redemption or expiration of the Rights or the termination of the Rights Agreement, any new shareholder rights agreement that is comparable in purpose and effect to the Rights Agreement); or (ciii) There shall be of any reorganization or reclassification of the capital stock Common Stock (other than a subdivision or combination of the Companyoutstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Company with another corporationCorporation shall be required, or a of the sale or other disposition transfer of all or substantially all its assets;of the assets of the Corporation or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or (div) There shall be a of the voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; or (e) The Company then the Corporation shall file any registration statement pursuant cause to be filed with the transfer agent for the Series B Cumulative Convertible Preferred Stock, and shall cause to be mailed to the Securities Act holders of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice record of the date on which (i) Series B Cumulative Convertible Preferred Stock, at their last addresses as they shall appear upon the stock transfer books of the Company shall close or Corporation, at least fifteen days prior to the applicable record date hereinafter specified, a record shall be taken for such stock dividend, distribution, subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing of a registration statement shall take placenotice stating, as the case may be. A copy , (x) the record date (if any) for the purpose of each such notice shall dividend, distribution, redemption, repurchase or granting of rights or warrants or, if no record date is to be sent simultaneously to each transfer agent of the Company's Common Stock. Such notice shall also specify set, the date as of which the holders of Common Stock of record shall participate in said to be entitled to such dividend, distribution, subscriptionredemption, registration or other rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up is expected to become effective, and the date, if any, as of which it is expected that holders of shares of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale or other dispositionsale, transfer, share exchange, dissolution, liquidation, liquidation or winding up (but no failure to mail such notice or filing, as any defect therein or in the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, mailing thereof shall include affect the Company's calculation validity of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall corporate action required to be given at least thirty (30) days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any specified in such notice shall not serve to invalidate any action otherwise validly taken by the Companynotice).

Prior Notice of Certain Events. If In case at any time: (a) The the Company shall pay any dividend upon its common stock payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of recordcommon stock; (b) The the Company shall offer for subscription pro rata to the holders of its Common Stock of record common stock any additional shares of stock of any class or any other rights; (c) There there shall be any capital reorganization or reclassification of the Company's capital stock of the Companystock, any or consolidation or merger of the Company with another corporationwith, or a sale sale, conveyance, lease or other disposition transfer of all or substantially all of its assets;assets to, another corporation; or (d) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each any one or more of such case, and to the extent that the Company can reasonably do socases, the Company shall give prior written notice notice, by first-class mail, postage prepaid, addressed to each registered holder of Warrants at the address of such holder as shown on the Company's books, of the date on which (i) the Company's books of the Company shall close or a record shall be taken for such stock dividend, distribution, distribution or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, liquidation or winding up or filing of a registration statement 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 Common Stock the common stock of record shall participate in said such dividend, distribution, subscription, registration distribution or other subscription rights or shall be entitled to exchange their Common Stock common stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 20 days prior to the action in question and not less than 20 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by date on which the Company's transfer books are closed in respect thereto.

Prior Notice of Certain Events. If at any time: (a) The the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of recordStock; (b) The the Company shall offer for subscription pro rata PRO RATA to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There there shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporation, or a sale or other disposition of all or substantially all its assets;; or (d) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice notice, by hand delivery or by certified mail, postage prepaid, addressed to the Holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 30 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by If any other event (not listed above) would require adjustment to the Warrant Share Exercise Price or the Underlying Warrant Exercise Price, then the Company shall give prior written notice thereof (in substance as set forth above) to give any such notice shall not serve to invalidate any action otherwise validly taken by the Company.Holders, at their addresses and in the manner provided in Subsection

Prior Notice of Certain Events. If at any time: (a) The a. the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of recordStock; (b) The b. the Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights;, (c) There c. there shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporation, or a sale or other disposition of all or substantially all its assets;; or (d) There d. there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in In each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice notice, by hand delivery or by certified mail, postage prepaid, addressed to the Holder of this Warrant at the address of such holder as own on the books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 30 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by If any other event (not listed above) would require adjustment to the Exercise Price, then the Company shall give prior written notice thereof (in substance as set forth above) to the Holders, at their addresses and in the manner provided in Subsection 13.3. Notwithstanding the foregoing, the Company shall not be required to give any such prior written notice shall where it is not serve to invalidate any action otherwise validly taken by the Companyreasonably possible.

Prior Notice of Certain Events. If In case at any timetime any of the following (collectively "Capital Event") shall occur: (a) The the Company shall pay any dividend payable in stock upon its Common Stock Shares or make any distribution (other than cash dividends) to the holders of its Common Stock of recordShares (including dividends or distributions payable in Shares); (b) The Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There there shall be any reorganization or reclassification of the capital stock of the Company, any or consolidation or merger of the Company with another corporation, corporation or a sale or other disposition deposition of all or substantially all its assets; (dc) There there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; or (ed) The the Company shall file any registration statement pursuant to undertake an underwritten initial public offering of its Shares, and the Securities Act underwriter or underwriting group shall require the acceleration of 1933, as amended (the "Act")exercise date of the Warrant, then, in each such case, and to the extent that the Company can reasonably do soof said cases, the Company shall give prior written notice to the Registered Owner of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, distribution or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, liquidation or winding up or filing of a registration statement shall take placeplace or (iii) the Company shall undertake an initial public offering, 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration distribution or other subscription rights or shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, liquidation or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) twenty days prior to the action in question and not less than twenty days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by date on which the Company's transfer books are closed in respect thereto. To the extent that the Registered Owner does not, within the period specified, exercise this Warrant, this Warrant shall lapse.

Prior Notice of Certain Events. If at any time: (a) The the Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of recordStock; (b) The the Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There there shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporation, or a sale or other disposition of all or substantially all its assets;; or (d) There there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice notice, by hand delivery or by certified mail, postage prepaid, addressed to the Holder of this Warrant at the address of such holder as shown on the books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, or subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or other dispositionsale, dissolution, liquidation, or winding up or filingup, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) 30 days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by If any other event (not listed above) would require adjustment to the Exercise Price, then the Company shall give prior written notice thereof (in substance as set forth above) to the Holders, at their addresses and in the manner provided in Subsection 15.3. Notwithstanding the foregoing, the Company shall not be required to give any such prior written notice shall where it is not serve to invalidate any action otherwise validly taken by the Companyreasonably possible.

Prior Notice of Certain Events. If at any time: (a) The Company shall pay any dividend payable in stock upon its Common Stock or make any distribution (other than cash dividends) to the holders of its Common Stock of record; (b) The Company shall offer for subscription pro rata to the holders of its Common Stock of record any additional shares of stock of any class or any other rights; (c) There shall be any reorganization or reclassification of the capital stock of the Company, any consolidation or merger of the Company with another corporation, or a sale or other disposition of all or substantially all its assets;; or (d) There shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, the Company shall give prior written notice of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution, subscription or other rights or (ii) such reorganization, reclassification, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing of a registration statement 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 Common Stock of record shall participate in said dividend, distribution, subscription, registration or other rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by the Company.

Prior Notice of Certain Events. If at any timeIn case: (a) The Company the Parent shall pay declare a dividend (or any dividend payable in stock upon other distribution) on its Common Stock or make any distribution Convertible Preferred Shares (other than cash dividendsdividends and dividends payable in Convertible Preferred Shares); or (b) the Parent shall authorize the granting to the holders of its Common Stock Convertible Preferred Shares of record; (b) The Company shall offer rights or warrants to subscribe for subscription pro rata to the holders of its Common Stock of record or purchase any additional shares of stock of any class or of any other rights;rights or warrants; or (c) There shall be of any reorganization or reclassification of the capital stock Convertible Preferred Shares of the CompanyParent (other than a subdivision or combination of the outstanding Convertible Preferred Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Parent is a party for which approval of any shareholders of the Company with another corporationParent is required, or a sale of the sale, lease or other disposition conveyance of all or substantially all its assets;of the assets of the Parent; or (d) There shall be a of the voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyParent; or (e) The Company shall file any registration statement pursuant to the Securities Act of 1933, as amended (the "Act"), then, in each such case, and to the extent that the Company can reasonably do so, then the Company shall give mail or cause to be mailed to each holder of Debentures at such holder's last address appearing on the registration books of the Company, as promptly as possible but in any event at least 15 days prior written to the applicable date hereinafter specified (or the last date upon which a holder of Debentures may retroactively exchange such Debentures with effect at or prior to such other date, if the Company shall make effective provision for and notify holders of such retroactive exchange), a notice of stating (i) the date on which (i) the books of the Company shall close or a record shall is to be taken for the purpose of such stock dividend, distribution, subscription or other rights or (ii) such reorganizationwarrants or, reclassificationif a record is not to be taken, consolidation, merger, sale or other disposition, dissolution, liquidation, winding up or filing of a registration statement 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 Common Stock Convertible Preferred Shares of record shall participate in said to be entitled to such dividend, distribution, subscription, registration or other rights or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Convertible Preferred Shares of record shall be entitled to exchange their Common Stock Convertible Preferred Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale or other dispositionsale, lease, conveyance, dissolution, liquidation, liquidation or winding up or filing, as the case may be, and in any case contemplated by Paragraph (d) of Subsection 3.3, shall include the Company's calculation of the Fair Value of the consideration whose Fair Value requires determination. Such written notice shall be given at least thirty (30) days prior to the record date or the effective or filing date, whichever is earlier, of the subject action or other event. The failure by the Company to give any such notice shall not serve to invalidate any action otherwise validly taken by the Companyup.