Notice of Certain Corporate Actions. In case:
(1) the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 1404; or
(2) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or
(3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or
(4) of the voluntary or involuntary dissolution, liquidation or winding up of the Company; then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding 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, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.
Notice of Certain Corporate Actions. In case:
Notice of Certain Corporate Actions. Holders of Warrants all be entitled to the same rights to receive notices of corporate actions and other matters pertaining to the Company as the holders of outstanding shares of Common Stock, and the Company shall forward (or cause to be forwarded) to each holder of Warrants, at such holder's address as appears on the books of the Company, all notices forwarded to holders of the Common Stock generally (whether or not legally required).
Notice of Certain Corporate Actions. In case at any time or from time to time the Company shall pay any stock dividend or make any other non-cash distribution to the holders of its Common Stock, or shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or any other right, or there shall be any capital reorganization or reclassification of the Common Stock or consolidation or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of such cases, the Company shall give at least 20 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the Holders of the Notes at their addresses as shown in the Note Register as of the date on which (i) a record shall be taken for such stock dividend, distribution or subscription rights or (ii) such reorganization, reclassification, consolidation, merger, sale or conveyance, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Transaction to which Section 9.7 applies the Company shall give at least 30 days' prior written notice as aforesaid. Such notice shall also specify the date as of which the holders of the Common Stock of record shall participate in such dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be. Failure to give such notice shall not invalidate any action so taken.
Notice of Certain Corporate Actions. During the term of this Agreement and any extension or renewal thereof, (i) if Doctor's Care shall desire to amend its bylaws or its Articles of Incorporation; or (ii) if any capital reorganization of the Doctor's Care, reclassification of the capital stock of Doctor's Care, consolidation or merger of Doctor's Care with or into another corporation, sale lease, or transfer of all or substantially all of the property and assets of Doctor's Care shall desire to be effected; or
Notice of Certain Corporate Actions. 67 SECTION 1406. RESERVATION OF SHARES OF COMMON STOCK................... 68
Notice of Certain Corporate Actions. 26 10.03 Limitation on Holders' Rights ................................................. 27 Section 11. RESERVATION AND AUTHORIZATION OF COMMON STOCK ............................. 27 Section 12. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS ........................ 27
Notice of Certain Corporate Actions. If any series of Securities which are directly or indirectly convertible or exchangeable for any Equity Securities are Outstanding, in case:
Notice of Certain Corporate Actions. 95 Section 14.6. Reservation of Equity Securities....................................................... 95 Section 14.7. Payment of Certain Taxes Upon Conversion or Exchange................................... 96 Section 14.8. Duties of Trustee Regarding Conversion or Exchange..................................... 96 Section 14.9. Repayment of Certain Funds Upon Conversion or Exchange................................. 96 ARTICLE 15 Subordination of Securities and Senior Subordinated Guarantees................................. 97
Notice of Certain Corporate Actions. In case the Company shall propose (a) to pay any dividend (other than a regular periodic dividend payable in cash out of earned surplus) to the holders of its Common Stock or to make any other distribution to the holders of its Common Stock, or (b) to offer to the Warrant Agreement ----------------- holders of its Common Stock rights to subscribe for or to purchase any Additional Shares of Common Stock or Other Securities, rights or options, or (c) to effect any reclassification of its Common Stock (other than a reclassification involving only the subdivision, or combination, of outstanding shares of Common Stock), or (d) to effect any capital reorganization, or (e) to effect any consolidation, merger or share exchange in which the Company is not the surviving entity, or is the surviving entity but its Common Stock shall be changed into securities or other property of another Person, or sale, lease, transfer or other disposition of all or a majority of its property, assets or business, or (f) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each Holder, in accordance with Section 13.02 hereof, a notice of such proposed action, which shall specify the date on which a record is to be taken for the purposes of such stock dividend, distribution or offering of rights, or the date on which such reclassification, reorganization, consolidation, merger, share exchange, sale, lease, transfer, disposition, liquidation, dissolution or winding up 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 also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action on the Common Stock, if any, and the number and kind of any other shares of stock which will comprise a Stock Unit, and the purchase price or prices thereof, after giving effect to any adjustment, if any, which will be required as a result of such action. Such notice shall be so given in the case of any action covered by clause (a) or (b) above at least 20 days prior to the record date for determining holders of the Common Stock for purposes of such action, and in the case of any other such action, at least 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.
