Common use of Required Notices to Holders Clause in Contracts

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 6, (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h) or (v) to effect the liquidation, dissolution or winding up of the Company, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record date for determining holders of the Common Shares for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b) hereof.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares Stock or to make any other distribution to the holders of its Common Shares Stock for which an adjustment is required to be made pursuant to Section Article 6, (ii) to distribute to the holders of its Common Shares Stock rights to subscribe for or to purchase any Additional Common Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common SharesStock, (iv) to effect any transaction described in Section 6.1(h6.1(g) or (v) to effect the liquidation, dissolution or winding up of the Company, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record date for determining holders of the Common Shares Stock for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b) hereof.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares Stock or to make any other distribution to the holders of its Common Shares Stock for which an adjustment is required to be made pursuant to Section Article 6, (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common SharesStock, or (iviii) to effect enter into any transaction described in Section 6.1(h) or (v) to effect the liquidationevent, dissolution or winding up becomes aware of the Companyoccurrence of any event or transaction, which constitutes a Notification Event then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give cause to be given to each Holder of a Warrant CertificateWarrant, in accordance with Section 13.1(b11.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for any securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record date for determining holders of the Common Shares Stock for purposes of such action or, in the case of any action covered by clauses (iii) through (v)Notification Event, if feasible, at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 11.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b11.1(b) hereof.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 65, (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h5.1(h) or (v) to effect the liquidation, dissolution or winding up of the Company, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b10.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record date for determining holders of the Common Shares for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 10.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b10.1(b) hereof.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares Stock or to make any other distribution to the holders of its Common Shares Stock for which an adjustment is required to be made pursuant to Section Article 6, (ii) to distribute to the holders of its Common Shares Stock rights to subscribe for or to purchase any Additional Common Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common SharesStock, (iv) to effect any transaction described in Section 6.1(h6.1(j) or (v) to effect the liquidation, dissolution or winding up of the Company, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b11.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their Common Shares Stock for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record date for determining holders of the Common Shares Stock for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 11.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b11.1(b) hereof.

Required Notices to Holders. In case the event the Company shall propose propose: (i) to pay make or issue any dividend payable in stock of any class to the holders of its Common Shares or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 6Stock of any stock, (ii) to distribute to the holders other securities, cash, assets or property or of its Common Shares any rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, ; or (ii) to effect any Transaction; or (iii) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (iv) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h) or Stock; or (v) to effect the liquidation, dissolution commence a Company Offer for all or winding up a portion of the Companyoutstanding shares of Common Stock (or shall amend any such Company Offer), in each case, that would result in an adjustment of the Exercise Price or the number of shares of Common Stock into which a Warrant is exercisable pursuant to Section 5.1, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b12.1(b), a notice of such proposed action or eventaction. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, eventTransaction, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their shares of Common Shares Stock for securities, cash or other property deliverable upon such reclassification, transaction, eventTransaction, liquidation, dissolution or winding up; or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Shares Stock for purposes of such much action or, in the case of any action covered by clauses (iiiii) through (v)) above, at least twenty (20) 10 days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 l0b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 12.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b12.1(b) hereof.

Required Notices to Holders. In case the event the Company shall propose shall: (ia) to pay take any dividend payable action that would result in stock of any class an adjustment to the holders Exercise Price and/or the number of its Common Shares or to make any other distribution to the holders Units issuable upon exercise of its Common Shares for which an adjustment is required to be made a Warrant pursuant to Section 6, 5.1; (iib) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Sharescapital reorganization, reclassification, recapitalization, business combination, consolidation, amalgamation or merger; (ivc) to effect any transaction described in Section 6.1(h) or (v) to effect the liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding winding-up of the Company; or (d) make a tender offer or exchange offer with respect to the Common Units (each of (a), (b), (c), or (d), an “Action”); then, and in each such case, the Company shall cause to be filed with delivered to the Warrant Agent and shall give to each Holder of a Warrant CertificateWarrant, in accordance with Section 13.1(b)11.1(b) hereof, a written notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassificationAction, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be givenincluding, in the case of an action pursuant to Section 11.2(a), the information required under Section 5.1(q). To the extent such notice does not constitute material nonpublic information in the reasonable determination of the Company, such notice shall be given promptly prior to taking such Action (and in any action covered by clause (i) or (ii) above, event at least ten (10) seven days prior to the record date for determining holders of the Common Shares for purposes taking of such action Action). To the extent applicable to the subject Action, such notice shall specify (i) the record date, if any, by which a Person must be a registered holder of Common Units to receive any distribution or otherwise participate in the Action as a holder of Common Units and (ii) if such Action is or, in the case of any action covered by clauses (iii) through (v)assuming its consummation, at least twenty (20) days prior would be an Adjustment Event, to the applicable effective or expiration date specified above orextent such amount is reasonably calculable at the time such notice is given, in any such case, prior the adjusted Exercise Price and number of Warrant Units issuable upon exercise of one Warrant after giving effect to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicableAdjustment Event. If at any time the Company shall cancel any of the proposed transactions Actions for which notice has been given under this Section 13.2 11.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b) hereof11.1(b). In addition, in the event that the Company enters into any definitive agreement or plan in respect of a Reorganization Event, the Company shall cause to be delivered to the Warrant Agent and shall give to each Holder of a Warrant, in accordance with Section 11.1(b), a notice of the entering into such definitive agreement or plan, unless the Company has already given notice of the Action that is the subject of such definitive agreement or plan pursuant to the first paragraph of this Section 11.2.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares Shares, to pay a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings or other extraordinary cash dividend, or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 65, (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h5.1(h) or (v) to effect the liquidation, dissolution or winding up of the CompanyCompany or a sale of all or substantially all of its assets, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b10.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten fifteen (1015) days prior to the record date for determining holders of the Common Shares for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 10.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b10.1(b) hereof.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares Shares, to pay a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings or other extraordinary cash dividend, or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 65, (ii) to distribute to the all holders of its outstanding Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h5.1(g) or (v) to effect the liquidation, dissolution or winding up of the CompanyCompany or a sale of all or substantially all of its assets, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b10.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which the Company expects such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected the Company expects that holders of Common Shares of record shall will be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten fifteen (1015) days prior to the record date for determining holders of the Common Shares for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 10.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b10.1(b) hereof.

Required Notices to Holders. In case the event the Company shall propose to: (ia) take any action that would result in an adjustment to pay the Exercise Price and/or the number of shares of Common Stock issuable upon exercise of a Warrant pursuant to Section 5.1; (b) distribute any dividend payable in stock of any class or other distribution to the all holders of its Common Shares or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 6, (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights Stock or options, warrants or other rights to receive such dividend or distribution; (iiic) to effect any reclassification capital reorganization, reclassification, recapitalization, business combination, consolidation, amalgamation or merger (for the avoidance of its Common Sharesdoubt, including any potential Sale of the Company); (ivd) to effect any transaction described in Section 6.1(h) or (v) to effect the liquidationvoluntary or involuntary dissolution, dissolution liquidation or winding winding-up of the Company; or (e) make a tender offer or exchange offer with respect to the Common Stock (each of (a), (b), (c), (d) or (e), an “Action”); then, and in each such case, the Company shall cause to be filed with delivered to the Warrant Agent and shall give to each Holder of a Book-Entry Warrant or a Warrant Certificate, in accordance with Section 13.1(b)11.1(b) hereof, a written notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassificationAction, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be givenincluding, in the case of any an action covered by pursuant to Section 11.2(a), the information required under Section 5.1(o). To the extent such notice does not constitute material nonpublic information in the reasonable determination of the Company (it being understood that such information shall not constitute material nonpublic information if such information is provided to the stockholders of the Company), such notice shall be given at least 30 days prior to taking such Action (except in the case of clause (i) or (ii) aboveb), at least ten (10) 10 days prior to the date of the taking of such Action) and shall specify the record date for determining the purposes of a dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the Common Shares for purposes effect, if any, of such action or, in on the case Common Stock and on the number and kind of any action covered by clauses (iii) through (v)other shares and on property, at least twenty (20) days prior if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to the applicable effective or expiration date specified above or, in any such case, prior adjustment pursuant to such earlier time as notice thereof shall Section 5.1 which will be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicableas a result of such action. If at any time the Company shall cancel any of the proposed transactions Actions for which notice has been given under this Section 13.2 11.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b) hereof11.1(b). In addition, in the event the Company enters into any definitive agreement with respect to any sale transaction (including, without limitation, any Sale of the Company), the Company shall cause to be delivered to the Warrant Agent and shall give to each Holder of a Book-Entry Warrant or a Warrant Certificate, in accordance with Section 11.1(b), a notice of the entering into such definitive agreement.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares Stock or to make any other distribution to the holders of its Common Shares Stock for which an adjustment is required to be made pursuant to Section 6SECTION 5, (ii) to distribute to the holders of its Common Shares Stock rights to subscribe for or to purchase any Additional Shares of Common Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common SharesStock, (iv) to effect any transaction described Transaction (as defined in Section 6.1(hSECTION 5.1(H)) or (v) to effect the liquidation, dissolution or winding up of the Company, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(bSECTION 12.1(B), a notice of such proposed action or eventaction. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, eventTransaction, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their shares of Common Shares Stock for securities, cash or other property deliverable upon such reclassification, transaction, eventTransaction, liquidation, dissolution or winding up; or (z) the date on which such tender offer commenced the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Shares Stock for purposes of such much action or, in the case of any action covered by clauses (iii) through (vvi), at least twenty (20) 20 days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 l0b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 SECTION 12.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(bSECTION 12.1(B) hereof.

Required Notices to Holders. In case the event the Company shall propose shall: (ia) take any action that would result in an adjustment to pay the Exercise Price and/or the number of Common Stock issuable upon exercise of a Warrant pursuant to Section 5.1; (b) consummate any dividend payable in stock of Winding Up; (c) consummate any class to Transaction; or (d) set a record date for determining the holders of its Common Shares Stock entitled to participate in any dividend or to make any other distribution to the holders (each of its Common Shares for which an adjustment is required to be made pursuant to Section 6(a), (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or optionsb), (iii) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(hc) or (v) to effect the liquidationd), dissolution or winding up of the Company, an “Action”); then, and in each such case, the Company shall cause to be filed with delivered to the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b)11.1(b) hereof, a written notice of such proposed action or event. Such notice shall specify Action, including, (x) in the date on which a record is case of an Action pursuant to be taken for Section 11.2(a), the purposes of such dividend or distribution; information required under Section 5.1(j)(ii), and (y) in the case of an Action pursuant to Section 11.2(c), the material terms and conditions of such Third Party Sale Transaction and the date on which such reclassification, transaction, event, liquidation, dissolution or winding up Third Party Sale Transaction is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding upeffective. Such notice shall (i) be given, given promptly after the effective date of such Action and (ii) in the case of any action covered by clause (i) or (ii) abovean Action pursuant to Section 11.2(c), be given at least ten (10) days Business Days prior to the record date for determining holders closing of the Common Shares for purposes of such action or, relevant Third Party Sale Transaction; or (iii) in the case of any action Action covered by clauses clause (iiid) through above, be given by the date that is nine (v), at least twenty (209) calendar days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicablerecord date. If at any time the Company shall cancel any of the proposed transactions Actions for which notice has been given under this Section 13.2 11.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b11.1(b). [The Company shall cause any notice covered by clause (c) hereofabove of any Action constituting a Third Party Sale Transaction in which all or any portion of the Sale Securities Only Transaction Securities or Sale Cash and Securities Transaction Consideration comprises non-cash property (other than securities listed or admitted for trading on any U.S. national securities exchange) to set forth the Fair Market Values of such non-cash property.]* * Included in certain Second Lien Warrant Agreements that provide for Black-Scholes protections. In addition, in the event the Company enters into any definitive agreement with respect to any Transaction, the Company shall promptly cause to be delivered to the Warrant Agent and shall promptly give to each Holder of a Warrant Certificate, in accordance with Section 11.1(b), a notice of the entering into such definitive agreement.

Required Notices to Holders. In case the event the Company shall propose propose: (i) to pay make or issue any dividend payable in stock of any class to the holders of its Common Shares or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 6Stock of any stock, (ii) to distribute to the holders other securities, cash, assets or property or of its Common Shares any rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, ; or (ii) to effect any Transaction; or (iii) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (iv) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h) or Stock; or (v) to effect the liquidation, dissolution commence a Company Offer for all or winding up a portion of the Companyoutstanding shares of Common Stock (or shall amend any such Company Offer), then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b10.1(b), a notice of such proposed action or eventaction. Such notice shall specify specify: (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, eventTransaction, liquidation, dissolution or winding up is expected to become effective and effective, the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their shares of Common Shares Stock for securities, cash or other property deliverable upon such reclassification, transaction, eventTransaction, liquidation, dissolution or winding upup (in the case of a Transaction) and whether the Transaction is a Cash Transaction; or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Shares Stock for purposes of such action or, in the case of any action covered by clauses (iiiii) through (v)) above, at least twenty (20) 20 days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 l0b-17 under the Exchange Act. The Company may, if applicablein its sole discretion, cause to be filed with the Warrant Agent and give to each Holder of a Warrant Certificate, in accordance with Section 10.1(b), a notice of the possible further occurrence of any proposed Change of Control that has been publicly announced. Such notice shall specify the date on which such Change of Control is expected to be consummated and (assuming such Change of Control is consummated) the Expiration Time (after giving effect to such notice) and a statement to the effect that all Warrants will terminate and become void at the Expiration Time. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under the first two paragraphs of this Section 13.2 10.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b10.1(b) hereof. The Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 10.1(b), a notice of the consummation of any Change of Control no later than the fifth Business Day after the consummation thereof. Such notice shall specify the time at which such Change of Control was consummated and the Expiration Time arising as a result thereof and a statement to the effect that all Warrants will terminate and become void at the Expiration Time.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares Shares, to pay a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings or other extraordinary cash dividend, or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 65, (ii) to distribute to the all holders of its outstanding Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h5.1(h) or (v) to effect the liquidation, dissolution or winding up of the CompanyCompany or a sale of all or substantially all of its assets, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant CertificateHolder, in accordance with Section 13.1(b10.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which the Company expects such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected the Company expects that holders of Common Shares of record shall will be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten fifteen (1015) days prior to the record date for determining holders of the Common Shares for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 10.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b10.1(b) hereof.

Required Notices to Holders. In case the event the Company shall propose shall: (i) take any action that would result in an adjustment to pay the Exercise Price and/or the number of shares of Common Stock issuable upon exercise of a Warrant pursuant to Section 5.1; or (ii) consummate any dividend payable in stock Sale Transaction; or (iii) either amend this Agreement or the Warrants created hereby pursuant to Article 13 or deliver any proposed amendment to this Agreement or the Warrants created hereby to one or more Holders for purposes of obtaining the consent thereof to such amendment; or (iv) set any class to record date for determining the holders of its shares of Common Shares Stock entitled to vote on any matter or to make participate in any other distribution to the dividend or distribution; or (v) hold a meeting of holders of its shares of Common Shares for which an adjustment is required Stock or receive notice at its registered office in Delaware or at its principal place of business of any action of its holders of Common Stock taken by written consent; or (vi) make or pay any Property Dividend or other dividend or distribution to be made holders of shares of Common Stock; or (vii) provide written notice to holders of shares of Common Stock of any other matters or events (other than pursuant to Section 6a filing with the Commission or by distributing a press release through a widely disseminated news or wire service) (any of (i)-(vii), (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h) or (v) to effect the liquidation, dissolution or winding up of the Company, an “Action”); then, and in each such case, unless the Company has made a filing with the Commission, including pursuant to a Current Report on Form 8-K, which filing discloses such Action, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b11.1(b), a written notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding upAction. Such notice shall be given, given promptly after taking such Action or (a) in the case of any action Action covered by clause (i) ii), above, at least 10 Business Days prior to the closing of the relevant Sale Transaction; or (iib) in the case of any Action covered by clause (iv) above, at least ten (10) 9 days prior to the such record date for determining holders of the Common Shares for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in date. In any such case, any such notice shall be given prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 l0b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions Actions for which notice has been given under this Section 13.2 11.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b11.1(b) hereof. The Company shall cause (x) any notice covered by clause (ii) above of any Action constituting a Sale Transaction in which all or any portion of the property receivable upon conversion, change or exchange of shares of Common Stock in such Sale Transaction comprises (A) non-cash property other than securities or (B) non-cash property (other than securities listed or admitted for trading on any U.S. national securities exchange) or (y) any notice covered by clause (iv) above of any Action constituting setting a record date for a Property Dividend in which all or a portion of the property distributed to holders of shares of Common Stock in such Property Dividend comprises non-cash property (other than securities listed or admitted for trading on any U.S. national securities exchange), in case of (x) or (y), to set forth the Fair Market Values of such non-cash property. In addition, in the event the Company enters into any definitive agreement with respect to any Sale Transaction, unless the Company has made a filing with the Commission, including pursuant to a Current Report on Form 8-K, which filing discloses such agreement, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 11.1(b), a notice of the entering into such definitive agreement.

Required Notices to Holders. In case the event the Company shall propose propose: (i) to pay make or issue any dividend payable in stock of any class to the holders of its Common Shares or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 6Stock of any stock, (ii) to distribute to the holders other securities, cash, assets or property or of its Common Shares any rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, ; or (ii) to effect any Transaction; or (iii) to effect the voluntary or involuntary dissolution, liquidation or winding- up of the Company; or (iv) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h) or Stock; or (v) to effect the liquidation, dissolution commence a Company Offer for all or winding up a portion of the Companyoutstanding shares of Common Stock (or shall amend any such Company Offer), then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b10.1(b), a notice of such proposed action or eventaction. Such notice shall specify specify: (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, eventTransaction, liquidation, dissolution or winding up is expected to become effective and effective, the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their shares of Common Shares Stock for securities, cash or other property deliverable upon such reclassification, transaction, eventTransaction, liquidation, dissolution or winding upup (in the case of a Transaction) and whether the Transaction is a CoC Transaction; or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) 10 days prior to the record date for determining holders of the Common Shares Stock for purposes of such action or, in the case of any action covered by clauses (iiiii) through (v)) above, at least twenty (20) 20 days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 l0b-17 under the Exchange Act. The Company may, if applicablein its sole discretion, cause to be filed with the Warrant Agent and give to each Holder of a Warrant Certificate, in accordance with Section 10.1(b), a notice of the possible further occurrence of any proposed Change of Control that has been publicly announced. Such notice shall specify the date on which such Change of Control is expected to be consummated and (assuming such Change of Control is consummated) the Expiration Time (after giving effect to such notice) and a statement to the effect that all Warrants will terminate and become void (and (subject to Section 3.7) the Warrant Certificates therefor cancelled) at the Expiration Time. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under the first two paragraphs of this Section 13.2 10.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b10.1(b) hereof. The Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 10.1(b), a notice of the consummation of any Change of Control no later than the fifth Business Day after the consummation thereof. Such notice shall specify the time at which such Change of Control was consummated and the Expiration Time arising as a result thereof and a statement to the effect that, subject to Section 3.7, all Warrants will terminate and become void at the Expiration Time.

Required Notices to Holders. In case the event the Company shall propose propose: (i) to pay make or issue any dividend payable in stock or distribution to holders of Common Stock of any class to the holders Common Stock or other stock, other securities, cash, assets or property or of its Common Shares or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 6, (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of Common Stock or other stock of any class or any other securities, rights or optionsoptions (including any Property Dividend or Substantially All Dividend); or (ii) to effect any capital reorganization, consolidation or merger or amalgamation of the Company with or into another Person or of another Person into the Company, sale, transfer or other disposition of all or substantially all of the Company’s assets to any other Person, or other similar transaction, or any Transaction; or (iii) to effect the voluntary or involuntary dissolution, liquidation or winding- up of the Company; or (iv) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h) or Stock; or (v) to effect commence any tender offer (including any exchange offer) for the liquidation, dissolution purchase (including the acquisition pursuant to an exchange offer) of all or winding up any portion of the Companyoutstanding shares of Common Stock (or shall amend any such offer), then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant CertificateHolder, in accordance with Section 13.1(b11.1(b), a written notice of such proposed action or eventaction. Such notice shall specify (x) the date on which a record is to be taken for the purposes of any such dividend or distribution; and (y) the date on which such reclassification, transaction, eventTransaction, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares Stock of record shall be entitled to exchange their shares of Common Shares Stock for securities, cash or other property deliverable upon such reclassification, transaction, eventTransaction, liquidation, dissolution or winding up; or (z) the date on which such tender offer commenced, the date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Such notice shall be given, in the case of any action dividend or distribution covered by clause (i) or (ii) above, at least ten (10) days five Business Days prior to the record date for determining holders of the Common Shares Stock for purposes of such much action or, in the case of any other action covered by clauses (iiiSection 11.2(T) through (v)) above, at least twenty (20) days five Business Days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 11.2 prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 13.1(b11.1(b) hereof.

Required Notices to Holders. In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Common Shares or to make any other distribution to the holders of its Common Shares for which an adjustment is required to be made pursuant to Section 6, (ii) to distribute to the holders of its Common Shares rights to subscribe for or to purchase any Additional Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares, (iv) to effect any transaction described in Section 6.1(h) or (v) to effect the liquidation, dissolution or winding up of the Company, then, and in each such case, the Company shall cause to be filed with the Warrant Agent and shall give to each Holder of a Warrant Certificate, in accordance with Section 13.1(b), a notice of such proposed action or event. Such notice shall specify (x) the date on which a record is to be taken for the purposes of such dividend or distribution; and (y) the date on which such reclassification, transaction, event, liquidation, dissolution or winding up is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities, cash or other property deliverable upon such reclassification, transaction, event, liquidation, dissolution or winding up. Such notice shall be given, in the case of any action covered by clause (i) or (ii) above, at least ten (10) days prior to the record date for determining holders of the Common Shares for purposes of such action or, in the case of any action covered by clauses (iii) through (v), at least twenty (20) days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule 10b-17 under the Exchange Act, if applicable. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 13.2 prior to the consummation thereof, the Company shall give each Holder and the Warrant Agent prompt notice of such cancellation in accordance with Section 13.1(b) hereof. 14. APPLICABLE LAW THIS AGREEMENT, EACH WARRANT CERTIFICATE ISSUED HEREUNDER, EACH WARRANT EVIDENCED THEREBY AND ALL RIGHTS ARISING HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 15. PERSONS BENEFITING This Agreement shall be binding upon and inure to the benefit of the Company and the Warrant Agent, and their respective successors and assigns and the Holders from time to time of the Warrant Certificates. Nothing in this Agreement is intended or shall be construed to confer upon any Person, other than the Company, the Warrant Agent and the Holders of the Warrant Certificates, any right, remedy or claim under or by reason of this Agreement or any part hereof. Each Holder, by acceptance of a Warrant Certificate, agrees to all of the terms and provisions of this Agreement applicable thereto.