Common use of Prior Notice of Certain Events Clause in Contracts

Prior Notice of Certain Events. In the event: (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iii), (iv) or (v) below; or (ii) the Company shall (A) declare any dividend (or any other distribution) on its Common Stock, other than a dividend payable in shares of Common Stock or (B) declare or authorize a redemption or repurchase of the then-outstanding shares of Common Stock; or (iii) the Company shall authorize the granting to all holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; or (iv) of any reclassification of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or of any other capital reorganization or of any consolidation or merger to which the Company is a party, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the 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 Company or such event is likely to occur. Then the Company shall cause to be mailed to the holder of this Warrant, at its address as reflected in the Warrant Office transfer records, a notice stating (A) the date on which a record (if any) is to be taken with respect to clause (i) above, (B) the date on which any transaction or event contemplated in any of clauses (i) through and including clause (v) above is expected to become effective or the date of the anticipated closing of the public offering, and (C) the time, if any is fixed, as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reclassification, reorganization, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up. Each notice of an event specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transaction.

Prior Notice of Certain Events. In the eventcase: (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iii), (iv) or (v) below; or (ii) the Company shall (A) declare any dividend (or any other distribution) on its Common Stock, other than a dividend payable in shares of Common Stock or (B) declare or authorize a redemption or repurchase of the then-outstanding shares of Common Stock; or); (iiiii) the Company shall authorize the granting to all the holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; or; (iviii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding 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 other capital reorganization or ; (iv) of any consolidation or merger to which the Company is a partyparty and for which approval of any stockholders of the Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or (v) of the voluntary or involuntary dissolutionany (x) liquidation, liquidation dissolution or winding up of the Company, whether voluntary or involuntary, (y) a sale or other disposition of all or substantially all of the assets of the Company or such event (z) any consolidation, merger, combination, reorganization or other transaction in which the Company is likely to occur. Then not the surviving entity or shares of Common Stock constituting in excess of 50% of the voting power of the Company are exchanged for or changed into stock or securities of another entity, cash and/or any other property; then the Company shall cause to be mailed to the holder of this WarrantHolder, at its last address as reflected in it shall appear upon the Warrant Office warrant registration records of the Company or its transfer recordsagent, at least ten days prior to the applicable date hereinafter specified, a notice stating (Ax) the date on which a record (if any) is to be taken with respect for the purpose of such dividend. distribution or granting of rights or warrants or, if a record is not to clause be taken, the date as of which the holders of 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 (i) above, (By) the date on which any transaction such reclassification, consolidation, merger, sale, transfer, share exchange or event contemplated in any of clauses (i) through and including clause (v) above Liquidation Event is expected to become effective or effective, the date as of the anticipated closing of the public offering, and (C) the time, if any which it is fixed, as to when the expected that holders of record of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such exchange or 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 such reclassification, reorganization, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation defect therein or winding up. Each notice in the mailing thereof shall affect the validity of an event the corporate action required to be specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transactionnotice.

Prior Notice of Certain Events. In the event:: ------------------------------ (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iii), (iv) or (v) below; or (ii) the Company shall (A) declare any dividend (or any other distribution) on its Common Stock, other than a dividend payable in shares of Common Stock or (B) declare or authorize a redemption or repurchase of the then-then- outstanding shares of Common Stock; or (iii) the Company shall authorize the granting to all holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; or (iv) of any reclassification of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or of any other capital reorganization or of any consolidation or merger to which the Company is a party, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the 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 Company or such event is likely to occur. Then then the Company shall cause to be mailed to the holder of this Warrant, at its address as reflected in the Warrant Office transfer records, a notice stating (A) the date on which a record (if any) is to be taken with respect to clause (i) above, (B) the date on which any transaction or event contemplated in any of clauses (i) through and including clause (v) above is expected to become effective or the date of the anticipated closing of the public offering, and (C) the time, if any is fixed, as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reclassification, reorganization, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up. Each notice of an event specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transaction.

Prior Notice of Certain Events. In the eventcase: (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iii), (iv) or (v) below; or (ii) the Company shall (A1) declare any dividend (or any other distribution) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) Regular Cash Dividends or (2) declare or authorize a redemption or repurchase of in excess of 20% of the then-outstanding shares of Common Stock; or (iiiii) the Company shall authorize the granting to all the holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrantswarrants (other than any rights specified in paragraph (c)(i)(1)(B) of this Section 5); or (iviii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding 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 other capital reorganization or of any consolidation or merger to which the Company is a partyparty and for which approval of any stockholders of the Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the 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 Company or such event is likely to occur. Then Company; then the Company shall cause to be mailed to the holder of this WarrantNote, at its last address as reflected in they shall appear upon the Warrant Office transfer recordsRegistrar's books, at least 15 days prior to the applicable record date hereinafter specified, a notice stating (Ax) the date on which a record (if any) is to be taken with respect for the purpose of such dividend, distribution, redemption or granting of rights or warrants or, if a record is not to clause be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined, or (i) above, (By) the date on which any transaction such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or event contemplated in any of clauses (i) through and including clause (v) above winding up is expected to become effective or effective, and the date as of the anticipated closing of the public offering, and (C) the time, if any which it is fixed, as to when the expected that holders of record of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reclassification, reorganization, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up. Each up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of an event the corporate action required to be specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transactionnotice).

Prior Notice of Certain Events. In the event:: ------------------------------ (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iiiii), (iii), (iv) or (v) below; or (ii) the Company shall (A) declare any dividend (or any other distribution) on its Common Stock, other than a dividend payable in shares of Common Stock or (B) declare or authorize a redemption or repurchase of the then-then- outstanding shares of Common Stock; or (iii) the Company shall authorize the granting to all holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; or (iv) of any reclassification of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or of any other capital reorganization or of any consolidation or merger to which the Company is a party, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the 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 Company or such event is likely to occur. Then then the Company shall cause to be mailed to the holder of this Warrant, at its address as reflected in the Warrant Office transfer records, a notice stating (A) the date on which a record (if any) is to be taken with respect to clause (i) above, (B) the date on which any transaction or event contemplated in any of clauses (i) through and including clause (v) above is expected to become effective or the date of the anticipated closing of the public offering, and (C) the time, if any is fixed, as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reclassification, reorganization, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up. Each notice of an event specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transaction.

Prior Notice of Certain Events. In the event: (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iii), (iv) or (v) below; or (ii) the Company shall (A) declare any dividend (or any other distribution) on its Common Stock, other than a dividend payable in shares of Common Stock or (B) declare or authorize a redemption or repurchase of the then-then- outstanding shares of Common Stock; or (iii) the Company shall authorize the granting to all holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; or (iv) of any reclassification of Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value), or of any other capital reorganization or of any consolidation or merger to which the Company is a party, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the 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 Company or such event is likely to occur. Then then the Company shall cause to be mailed to the holder of this Warrant, at its address as reflected in the Warrant Office transfer records, a notice stating (A) the date on which a record (if any) is to be taken with respect to clause (i) above, (B) the date on which any transaction or event contemplated in any of clauses (i) through and including clause (v) above is expected to become effective or the date of the anticipated closing of the public offering, and (C) the time, if any is fixed, as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reclassification, reorganization, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up. Each notice of an event specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transaction.

Prior Notice of Certain Events. In the eventcase: (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iii), (iv) or (v) below; or (iia) the Company shall (Ai) declare any dividend (or any other distribution) on its Common Stock, Stock other than (1) a dividend payable in shares of Common Stock or (B2) a quarterly cash dividend paid or to be paid on a regular basis or (ii) declare or authorize a redemption or repurchase of in excess of 10% of the then-then outstanding shares of Common Stock; or (iiib) the Company shall authorize the granting to all the holders of its Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; or (ivc) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding 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 other capital reorganization or of any consolidation or merger to which the Company is a partyparty and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all other disposition of the assets of the Company substantially as an entirety or of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or other property; or (vd) of the voluntary or involuntary dissolution, liquidation or winding up of the Company or such event is likely to occur. Then Company; then the Company shall cause to be filed with the Trustee and to be mailed to each Holder of Securities at his last address appearing on the holder of this WarrantSecurity Register, as promptly as possible but in any event at its address as reflected in least 15 days prior to the Warrant Office transfer recordsapplicable date hereinafter specified, a notice stating (Ax) the date on which a record (if any) is to be taken with respect for the purpose of such dividend, distribution or granting of rights or warrants or, if a record is not to clause be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, or (i) above, (By) the date on which any transaction such reclassification, consolidation, merger, sale, other disposition, share exchange, dissolution, liquidation or event contemplated in any of clauses (i) through and including clause (v) above winding up is expected to become effective or effective, and the date as of the anticipated closing of the public offering, and (C) the time, if any which it is fixed, as to when the expected that holders of record of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reclassification, reorganization, consolidation, merger, sale, transferother disposition, share exchange, dissolution, liquidation or winding up. Each notice of an event specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transaction.

Prior Notice of Certain Events. In the eventcase: (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iii), (iv) or (v) below; or (ii) the Company shall (A1) declare any dividend (or any other distribution) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) declare a dividend payable in cash that would not require an adjustment pursuant to Section 13.6 (c) or (d) or (2) authorize a redemption tender or repurchase of the then-outstanding shares of Common Stock; orexchange offer that would require an adjustment pursuant to Section 13.6(e); (iiiii) the Company shall authorize the granting to all holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrants; or; (iviii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding 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 other capital reorganization or of any consolidation or merger to which the Company is a partyparty and for which approval of any stockholders of the Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the 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 Company or such event is likely to occur. Then Company; then the Company shall cause to be mailed to all Holders at their last addresses as they shall appear in the holder of this WarrantSecurity Register, at its address as reflected in least 15 days prior to the Warrant Office transfer recordsapplicable record or effective date hereinafter specified, a notice stating (A) the date on which a record (if any) is to be taken with respect for the purpose of such dividend, distribution, rights or warrants or, if a record is not to clause be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined or (i) above, (By) the date on which any transaction or event contemplated in any of clauses (i) through and including clause (v) above is expected to become effective or the date of the anticipated closing of the public offering, and (C) the time, if any is fixed, as to when the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reclassification, reorganization, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up. Each up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of an event the corporate action required to be specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transactionnotice).

Prior Notice of Certain Events. In the eventcase: (i) the Company establishes a record date to determine the holders of Common Stock who are entitled to (A) receive any dividend or other distribution (other than a dividend payable in shares of Common Stock), (B) participate in a redemption or repurchase of the then-outstanding shares of Common Stock, or (C) vote in connection with any of the transactions identified in clauses (ii),(iii), (iv) or (v) below; or (ii) the Company shall (A1) declare any dividend (or any other distribution) on its Common Stock, other than (A) a dividend payable in shares of Common Stock or (B) Regular Cash Dividends or (2) declare or authorize a redemption or repurchase of in excess of 20% of the then-outstanding shares of Common Stock; or (iiiii) the Company shall authorize the granting to all the holders of Common Stock of rights or warrants to subscribe for or purchase any shares of stock of any class or series or of any other rights or warrantswarrants (other than any rights specified in paragraph 9.1(a)(i)(1)(B) of this Section 9); or (iviii) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding 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 other capital reorganization or of any consolidation or merger to which the Company is a partyparty and for which approval of any shareholders of the Company shall be required, or of the sale or transfer of all or substantially all of the assets of the Company or of any compulsory share exchange whereby the 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 Company or such event is likely to occur. Then Company; then the Company shall cause to be mailed to the holder Holder of this Warrant, Warrant at its address as reflected in least 15 days prior to the Warrant Office transfer recordsapplicable record date hereinafter specified, a notice stating (Ax) the date on which a record (if any) is to be taken with respect for the purpose of such dividend, distribution, redemption or granting of rights or warrants or, if a record is not to clause be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, redemption, rights or warrants are to be determined, or (i) above, (By) the date on which any transaction such reclassification, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or event contemplated in any of clauses (i) through and including clause (v) above winding up is expected to become effective or effective, and the date as of the anticipated closing of the public offering, and (C) the time, if any which it is fixed, as to when the expected that holders of record of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon any such reclassification, reorganization, consolidation, merger, sale, transfer, share exchange, dissolution, liquidation or winding up. Each up (but no failure to mail such notice or any defect therein or in the mailing thereof shall affect the validity of an event the corporate action required to be specified in clause (i) above shall be sent at least five (5) days prior to the record date specified therein and each notice of an event specified in clauses (ii) through and including (v) above shall be delivered at least fifteen (15) days prior to the proposed closing of such transactionnotice).