Common use of Prior Notice of Certain Events Clause in Contracts

Prior Notice of Certain Events. In case: (i) the Corporation shall declare any dividend (or any other distribution); or (ii) the Corporation shall authorize the granting to the holders of Preferred Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrants; or (iii) of any reclassification of Preferred Stock (other than a subdivision or combination of the outstanding Preferred Stock, or a change in par value, or from par value to no par value, or from no par value to par value); or (iv) of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation or of any compulsory share exchange whereby the Preferred Stock is converted into other securities, cash or other property; or (v) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be mailed to the holders of Notes, at their last addresses as they shall appear upon the books of the Corporation, at least 20 days prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Preferred Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined and a description of the cash, securities or other property to be received by such holders upon such dividend, distribution or granting of rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event is expected to become effective, the date as of which it is expected that holders of Preferred Stock of record shall be entitled to exchange their shares of Preferred Stock for securities or other property deliverable upon such exchange, dissolution, liquidation or winding up or other liquidation event and the consideration, including securities or other property, to be received by such holders upon such exchange; provided, however, that no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice.

Prior Notice of Certain Events. In case: (i) the Corporation shall declare any dividend (or any other distribution); or (ii) the Corporation shall authorize the granting to the holders of Preferred Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrantswarrants (other than any rights specified in paragraph (d)(i)(B) of this Section 6); or (iiiii) of any reclassification of Preferred Common Stock (other than a subdivision or combination of the outstanding Preferred 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 (iv) , or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation or of any compulsory share exchange whereby the Preferred Common Stock is converted into other securities, cash or other property; or (viii) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be mailed to each holder of record of the holders of Notesoutstanding Series A Preferred Stock, at their last addresses such holder’s address as they it shall appear upon the stock transfer books of the Corporation, at least 20 15 days prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Preferred Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined and a description of the cashdetermined, securities or other property to be received by such holders upon such dividend, distribution or granting of rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event is expected to become effective, and the date as of which it is expected that holders of Preferred Common Stock of record shall be entitled to exchange their shares of Preferred Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event and (but neither the consideration, including securities or other property, to be received by such holders upon such exchange; provided, however, that no failure so to mail such notice or nor any defect therein or in the mailing thereof thereof, shall affect the validity of the corporate action required to be specified in such notice).

Prior Notice of Certain Events. In case: (i) the Corporation Company shall (1) declare any dividend (or any other distribution)) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) a dividend payable in cash in an amount not greater than its retained earnings other than any special or nonrecurring or other extraordinary dividend or (2) declare or authorize a redemption or repurchase of in excess of 10% of the then-outstanding shares of Common Stock; or (ii) the Corporation Company shall authorize the granting to the all holders of Preferred Common Stock of rights or warrants to subscribe for or purchase any shares share of stock of any class or series or of any other rights or warrants; or (iii) of any reclassification of Preferred Common Stock (other than a subdivision or combination of the outstanding Preferred Common Stock, or a change in par value, or from par value to no par value, or from no par value to par valuevalue and other than the reclassification of unissued Common Stock into other stock of the Company); or (iv) , or of any consolidation or merger to which the Corporation Company is a party and for which approval of any stockholders shareholders of the Corporation Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation Company or of any compulsory share exchange whereby the Preferred Common Stock is converted into other securities, cash or other property; or (viv) of the voluntary or involuntary dissolution, liquidation or winding up of the CorporationCompany; then the Corporation Company shall cause to be filed with the Warrant Agent and shall cause to be mailed to the holders of Notes, at their last addresses as they shall appear upon the books of the CorporationHolders, at least 20 10 days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution or granting of distribution, redemption, repurchase, rights or warrants or, if a record is not to be taken, the date as of which the holders of Preferred Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined and a description of the cash, securities or other property to be received by such holders upon such dividend, distribution or granting of rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event is expected to become effective, and the date as of which it is expected that holders of Preferred Common Stock of record shall be entitled to exchange their shares of Preferred Common Stock for securities securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event and the consideration, including securities or other property, to be received by such holders upon such exchange; provided, however, that (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice).

Prior Notice of Certain Events. In case: (i) the Corporation shall (1) declare any dividend (or any other distribution)) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) a dividend payable in cash out of its retained earnings other than any special or non­recurring or other extraordinary dividend or (2) declare or authorize a redemption or repurchase of in excess of 10% of the than-outstanding shores of Common Stock; or (ii) the Corporation shall authorize the granting to the holders of Preferred Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrants; or (iii) of any reclassification of Preferred Common Stock (other than a subdivision or combination of the outstanding Preferred 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 (iv) , or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation or of any compulsory share exchange whereby the Preferred Common Stock is converted into other securities, cash or other property; or (viv) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be filed with the transfer agent for the Series E Convertible Preferred Stock, and shall cause to be mailed to the holders of Notesrecord of the Series E Convertible Preferred Stock, at their last addresses address as they shall appear upon the stock transfer books of the Corporation, at least 20 15 days prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution distribution, redemption or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Preferred Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined and a description of the cashdetermined, securities or other property to be received by such holders upon such dividend, distribution or granting of rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event is expected to become effective, and the date as of which it is expected that holders of Preferred Common Stock of record shall be entitled to exchange their shares of Preferred Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event and the consideration, including securities or other property, to be received by such holders upon such exchange; provided, however, that (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice).

Prior Notice of Certain Events. In case: (i) the Corporation Company shall declare any dividend (or any other distribution); or (ii) the Corporation Company shall authorize the granting to the holders of Preferred Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrants; or (iii) of any reclassification of Preferred Common Stock (other than a subdivision or combination of the outstanding Preferred 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 (iv) of any consolidation or merger to which the Corporation Company is a party and for which approval of any stockholders of the Corporation Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation Company or of any compulsory share exchange whereby the Preferred Common Stock is converted into other securities, cash or other property; or (v) of the voluntary or involuntary dissolution, liquidation or winding up of the CorporationCompany; then the Corporation Company shall cause to be mailed to the holders of Notes, at their last addresses as they shall appear upon the books of the CorporationCompany, at least 20 days prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Preferred Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined and a description of the cash, securities or other property to be received by such holders upon such dividend, distribution or granting of rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event is expected to become effective, the date as of which it is expected that holders of Preferred Common Stock of record shall be entitled to exchange their shares of Preferred Common Stock for securities or other property deliverable upon such exchange, dissolution, liquidation or winding up or other liquidation event and the consideration, including securities or other property, to be received by such holders upon such exchange; provided, however, that no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice.

Prior Notice of Certain Events. In case: (i) the Corporation shall declare any dividend (or any other distribution); or (ii) the Corporation shall authorize the granting to the holders of Preferred Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or of any other rights or warrantswarrants (other than any rights specified in paragraph (d)(i)(B) of this Section 6); or (iiiii) of any reclassification of Preferred Common Stock (other than a subdivision or combination of the outstanding Preferred 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 (iv) , or of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation or of any compulsory share exchange whereby the Preferred Common Stock is converted into other securities, cash or other property; or (viii) of the voluntary or involuntary dissolution, liquidation or winding up of the Corporation; then the Corporation shall cause to be mailed to each holder of record of the holders of Notesoutstanding Series B Preferred Stock, at their last addresses such holder’s address as they it shall appear upon the stock transfer books of the Corporation, at least 20 15 days prior to the applicable record date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Preferred Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined and a description of the cashdetermined, securities or other property to be received by such holders upon such dividend, distribution or granting of rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event is expected to become effective, and the date as of which it is expected that holders of Preferred Common Stock of record shall be entitled to exchange their shares of Preferred Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event and (but neither the consideration, including securities or other property, to be received by such holders upon such exchange; provided, however, that no failure so to mail such notice or nor any defect therein or in the mailing thereof thereof, shall affect the validity of the corporate action required to be specified in such notice).

Prior Notice of Certain Events. In case: a. the Company shall (i1) the Corporation shall declare any dividend (or any other distribution)) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) a dividend payable in cash in an amount not greater than its retained earnings other than any special or nonrecurring or other extraordinary dividend or (2) declare or authorize a redemption or repurchase of in excess of 10% of the then-outstanding shares of Common Stock; or (ii) b. the Corporation Company shall authorize the granting to the all holders of Preferred Common Stock of rights or warrants to subscribe for or purchase any shares share of stock of any class or series or of any other rights or warrants; or (iii) c. of any reclassification of Preferred Common Stock (other than a subdivision or combination of the outstanding Preferred Common Stock, or a change in par value, or from par value to no par value, or from no par value to par valuevalue and other than the reclassification of unissued Common Stock into other stock of the Company); or (iv) , or of any consolidation or merger to which the Corporation Company is a party and for which approval of any stockholders shareholders of the Corporation Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation Company or of any compulsory share exchange whereby the Preferred Common Stock is converted into other securities, cash or other property; or (v) d. of the voluntary or involuntary dissolution, liquidation or winding up of the CorporationCompany; then the Corporation Company shall cause to be filed with the Warrant Agent and shall cause to be mailed to the holders of Notes, at their last addresses as they shall appear upon the books of the CorporationHolders, at least 20 10 days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution or granting of distribution, redemption, repurchase, rights or warrants or, if a record is not to be taken, the date as of which the holders of Preferred Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined and a description of the cash, securities or other property to be received by such holders upon such dividend, distribution or granting of rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event is expected to become effective, and the date as of which it is expected that holders of Preferred Common Stock of record shall be entitled to exchange their shares of Preferred Common Stock for securities securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event and the consideration, including securities or other property, to be received by such holders upon such exchange; provided, however, that (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice).

Prior Notice of Certain Events. In case: (i) the Corporation Company shall (1) declare any dividend (or any other distribution)) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) a dividend payable in cash in an amount not greater than its retained earnings other than any special or nonrecurring or other extraordinary dividend or (2) declare or authorize a redemption or repurchase of in excess of 10% of the then-outstanding shares of Common Stock; or (ii) the Corporation Company shall authorize the granting to the all holders of Preferred Common Stock of rights or warrants to subscribe for or purchase any shares share of stock of any class or series or of any other rights or warrants; or (iii) of any reclassification of Preferred Common Stock (other than a subdivision or combination of the outstanding Preferred Common Stock, or a change in par value, or from par value to no par value, or from no par value to par valuevalue and other than the reclassification of unissued Common Stock into other stock of the Company); or (iv) , or of any consolidation or merger to which the Corporation Company is a party and for which approval of any stockholders shareholders of the Corporation Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Corporation Company or of any compulsory share exchange whereby the Preferred Common Stock is converted into other securities, cash or other property; or or (viv) of the voluntary or involuntary dissolution, liquidation or winding up of the CorporationCompany; then the Corporation Company shall cause to be filed with the Warrant Agent and shall cause to be mailed to the holders of Notes, at their last addresses as they shall appear upon the books of the CorporationHolders, at least 20 10 days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record (if any) is to be taken for the purpose of such dividend, distribution or granting of distribution, redemption, repurchase, rights or warrants or, if a record is not to be taken, the date as of which the holders of Preferred Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined and a description of the cash, securities or other property to be received by such holders upon such dividend, distribution or granting of rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event is expected to become effective, and the date as of which it is expected that holders of Preferred Common Stock of record shall be entitled to exchange their shares of Preferred Common Stock for securities securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up or other liquidation event and the consideration, including securities or other property, to be received by such holders upon such exchange; provided, however, that (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of the corporate action required to be specified in such notice).