Common use of Notices of Record Date Clause in Contracts

Notices of Record Date. Upon (a) any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporation, any transfer of all or substantially all the assets of the Company, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder at least 10 days, or such longer period as may be required by law, prior to the record date specified therein, a notice specifying (i) the date established as the record date for the purpose of such dividend, distribution, option or right and a description of such dividend, distribution, option or right, (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective and (iii) the date, if any, fixed as to when the holders of record of Stock (or other securities at that time receivable upon exercise of the Warrant) shall be entitled to exchange their shares of Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 12 contracts

Samples: Common Stock Purchase Warrant (Purchasesoft Inc), Common Stock Purchase Warrant (Purchasesoft Inc), Common Stock Purchase Warrant (Purchasesoft Inc)

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Notices of Record Date. Upon (ai) any establishment taking by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right (ii) any Acquisition (as defined in Section 3(b)) or option to acquire securities other capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporation, or any transfer of all or substantially all the assets of the CompanyAsset Transfer (as defined in Section 3(b)), or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder each holder of Series A Preferred at least 10 days, or such longer period as may be required by law, twenty (20) days prior to the record date specified therein, therein a notice specifying (i) the date established as the record date for the purpose of such dividend, distribution, option or right and a description of such dividend, distribution, option or right, (iiA) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up is expected to become effective effective, and (iiiC) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities at that time receivable upon exercise of the Warrantsecurities) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such Acquisition, reorganization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up.

Appears in 7 contracts

Samples: Share Subscription Agreement (International Assets Holding Corp), Share Subscription Agreement (International Assets Holding Corp), Share Subscription Agreement (International Assets Holding Corp)

Notices of Record Date. Upon (ai) any the establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities (ii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporationCompany, or any transfer of all or substantially all the assets of the Company, Company to any other person or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder at least 10 days, or such longer period as may be required by law, 20 days prior to the record date specified therein, therein a notice specifying (iA) the date established as the on which any such record date is to be taken for the purpose of such dividend, distribution, option dividend or right distribution and a description of such dividend, dividend or distribution, option or right, (iiB) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective effective, and (iiiC) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities at that time receivable upon exercise of the Warrant) securities), shall be entitled to exchange their shares of Common Stock (or such other stock or securities) ), for securities or other property deliverable upon such reorganization, reclassification, reclassification transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 4 contracts

Samples: Private Placement Subscription Agreement (Counterpath Solutions, Inc.), Bulldog Technologies Inc, Counterpath Solutions, Inc.

Notices of Record Date. Upon In the event of (a) any establishment taking by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right (b) any capital reorganization of the Company, any reclassification, recapitalization or option to acquire securities exchange of the capital stock of the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other another corporation, or any transfer of all or substantially all of the assets of the CompanyCompany to any other person, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder Holder, at least 10 days, or such longer period as may be required by law, days prior to the record date specified therein, a notice specifying (ix) the date established as the on which any such record date is to be taken for the purpose of such dividend, dividend or distribution, option or right and a description of such dividend, distribution, option or right, (iiy) the date on which any such reorganization, recapitalization, reclassification, transferexchange, consolidation, merger, transfer, dissolution, liquidation or winding up is expected to become effective effective, and (iiiz) the datetime, if any, fixed that is to be fixed, as to when the holders of record of Common Stock (or other securities at that time receivable upon exercise of the Warrantsecurities) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, recapitalization, reclassification, transferexchange, consolidation, merger, transfer, dissolution, liquidation or winding up.

Appears in 3 contracts

Samples: Coulter Pharmaceuticals Inc, Intuitive Surgical Inc, Virologic Inc

Notices of Record Date. Upon (a) any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporationcorporation or other entity, any transfer of all or substantially all the assets of the Company, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder at least 10 30 days, or such longer period as may be required by law, prior to the record date specified therein, a notice specifying (i) the date established as the record date for the purpose of such dividend, distribution, option or right and a description of such dividend, distribution, option or right, (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective and (iii) the date, if any, fixed as to when the holders of record of Stock (or other securities at that time receivable upon exercise of the Warrant) shall be entitled to exchange their shares of Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 2 contracts

Samples: Carbide Graphite Group Inc /De/, Carbide Graphite Group Inc /De/

Notices of Record Date. Upon (ai) any the establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities (ii) any capital reorganization of the Company, any reclassification or recapitalization of the shares of the Company, any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporationCompany, or any transfer of all or substantially all the assets of the Company, Company to any other person or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder at least 10 days, or such longer period as may be required by law, the later of (x) 20 Business Days prior to the record date specified thereintherein and (y) concurrent with the notice to the holders of the Common Shares, a notice specifying (iA) the date established as the on which any such record date is to be taken for the purpose of such dividend, distribution, option dividend or right distribution and a description of such dividend, dividend or distribution, option or right, (iiB) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective effective, and (iiiC) the date, if any, that is to be fixed as to when the holders of record of Stock Common Shares (or other securities at that time receivable upon exercise of the Warrantsecurities) shall be entitled to exchange their shares of Stock Common Shares (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, reclassification transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 2 contracts

Samples: Investment Agreement (Westport Innovations Inc), Investment Agreement (Westport Innovations Inc)

Notices of Record Date. Upon (ai) any establishment taking by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities (ii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporation, or any transfer of all or substantially all the assets of the CompanyCompany to any other person, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder of the Convertible Note at least 10 days, or such longer period as may be required by law, five (5) business days prior to the record date specified therein, therein a notice specifying (i1) the date established as the on which any such record date is to be taken for the purpose of such dividend, distribution, option dividend or right distribution and a description of such dividend, dividend or distribution, option or right, (ii2) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective effective, and (iii3) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities at that time receivable upon exercise of the Warrantsecurities) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 1 contract

Samples: Stockholders Agreement (Singer Brad C)

Notices of Record Date. Upon In the event (ai) any establishment by the Company of Corporation establishes a record date of to determine the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities (ii) there occurs any capital reorganization of the CompanyCorporation, any reclassification or recapitalization of the capital stock of the Corporation, any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company with or into any other corporationCorporation, and any transfer of all or substantially all of the assets of the CompanyCorporation to any other Corporation, or any other entity or person, or any voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation, the Company Corporation shall mail to the Holder representative of the holders of Convertible Preferred Stock as set forth in Section 12.6 of the Debenture Purchase Agreement at least 10 days, or such longer period as may be required by law, twenty (20) days prior to the record date specified therein, a notice specifying (ia) the date established as the of such record date for the purpose of such dividend, distribution, option dividend or right distribution and a description of such dividend, dividend or distribution, option or right, (iib) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective effective, and (iiic) the datetime, if any, fixed that is to be fixed, as to when the holders of record of Common Stock (or other securities at that time receivable upon exercise of the Warrantsecurities) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 1 contract

Samples: Debenture Purchase Agreement (Datamarine International Inc)

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Notices of Record Date. Upon (a) any establishment taking by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, distribution or (b) any capital reorganizationreorganization of the Company, reclassificationany reclassification or recapitalization of the capital stock of the Company, recapitalization, any merger or consolidation of the Company with or into any other corporation, or any transfer of all or substantially all the assets of the CompanyCompany to any other person, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the each Holder at least 10 twenty (20) days, or such longer period as may be is required by law, prior to the record date specified thereindate, a notice specifying (i) the date established as the on which any such record date is to be taken for the purpose of such dividend, distribution, option dividend or right distribution and a description of such dividend, dividend or distribution, option or right, (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective effective, and (iii) the date, if any, that is to be fixed as to when the holders of record of Series A Preferred Stock (or other securities capital stock at that time receivable upon exercise of the Warrant) shall be entitled to exchange their shares of Series A Preferred Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Air South Airlines Inc)

Notices of Record Date. Upon (a) any establishment taking by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, distribution or (b) any capital reorganizationreorganization of the Company, reclassificationany reclassification or recapitalization of the capital stock of the Company, recapitalization, any merger or consolidation of the Company with or into any other corporation, or any transfer of all or substantially all the assets of the CompanyCompany to any other person, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to the Holder at least 10 twenty (20) days, or such longer period as may be is required by law, prior to the record date specified thereindate, a notice specifying (i) the date established as the on which any such record date is to be taken for the purpose of such dividend, distribution, option dividend or right distribution and a description of such dividend, dividend or distribution, option or right, (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective effective, and (iii) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities capital stock at that time receivable upon exercise of the Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 1 contract

Samples: Reimbursement Agreement (Air South Airlines Inc)

Notices of Record Date. Upon In the event of (ai) any establishment taking by the Company this Corporation of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, or (bii) any capital reorganizationreorganization of this Corporation, reclassificationany reclassification or recapitalization of the capital stock of this Corporation, recapitalization, any merger or consolidation of the Company this Corporation with or into any other corporation, or any transfer of all or substantially all of the assets of the Companythis Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Companythis Corporation, the Company this Corporation shall mail to the Holder each holder of shares of Series A Stock and Series B Stock at least 10 days, or such longer period as may be required by law, twenty (20) days prior to the record date specified therein, a notice specifying (i) the date established as the on which any such record date is to be taken for the purpose of such dividend, distribution, option dividend or right distribution and a description of such dividend, dividend or distribution, option or right, ; (ii) the date on which any such reorganization, reclassification, transfer, consolidationxxxxxxx dation, merger, dissolution, liquidation or winding up is expected to become effective and the specific details thereof; and (iii) the date, if any, that is to be fixed as to when the holders of record of shares of Common Stock (or other securities at that time receivable upon exercise of the Warrantsecurities) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Vyyo Inc)

Notices of Record Date. Upon In the event of (ai) any establishment taking by the Company this Corporation of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company, or any other right, or (bii) any capital reorganizationreorganization of this Corporation, reclassificationany reclassification or recapitalization of the capital stock of this Corporation, recapitalization, any merger or consolidation of the Company this Corporation with or into any other corporation, or any transfer of all or substantially all of the assets of the Companythis Corporation, or any voluntary or involuntary dissolution, liquidation or winding up of the Companythis Corporation, the Company this Corporation shall mail to the Holder each holder of shares of Series A Stock, Series B Stock and Series C Stock at least 10 days, or such longer period as may be required by law, twenty (20) days prior to the record date specified therein, a notice specifying (i) the date established as the on which any such record date is to be taken for the purpose of such dividend, distribution, option dividend or right distribution and a description of such dividend, dividend or distribution, option or right, ; (ii) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective and the specific details thereof; and (iii) the date, if any, that is to be fixed as to when the holders of record of shares of Common Stock (or other securities at that time receivable upon exercise of the Warrantsecurities) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up.

Appears in 1 contract

Samples: Purchase Agreement (Vyyo Inc)

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