Common use of Notices of Record Date Clause in Contracts

Notices of Record Date. In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: case (ia) the Company shall take takes a record of the holders of its the Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or ; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)corporation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to the each Holder of this a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise or conversion of this the Warrant) shall will 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the Board. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein.

Notices of Record Date. In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: case (ia) the Company shall take takes a record of Warrant Holders of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or ; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)corporation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to the Warrant Holder of this a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders Warrant Holders of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise or conversion of this the Warrant) shall will 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the Board. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein.

Notices of Record Date. In case: case (i) the Company shall take takes a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or any purchase any shares of stock of any class or any other securities, or to receive any other right, ; or (ii) of any capital reorganization of the Company, any reclassification of the capital common stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation corporation, including, without limitation, any Merger or merger in which the Company is the surviving entity)Consolidation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (iii) of the any voluntary or involuntary dissolution, liquidation or winding-up of on the Company, ; then, and in each such case, the . The Company will mail or cause to be mailed to the each Holder of this a Warrant at the time outstanding a notice specifying, as the case may be, (ia) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (iib) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, fixed as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this the Warrant) shall will 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up, and in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the Board of Directors of the Company. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for specified therein; provided, however, that in the event specified in such notice, provided that of a Merger or Consolidation the failure Company shall use its best efforts to mail provide such notice in accordance with Section 11 below at least twenty-one (21) days prior to the closing date of such Merger or Consolidation and, in any event, shall not affect the legality or validity of any provide such actionnotice in accordance with Section 11 below at least fifteen (15) days prior to such closing date.

Notices of Record Date. In case: the event of (i1) any taking by the Company shall take Corporation of a record of the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distributiondistribution (other than cash dividends out of earned surplus), or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right, or (ii2) of any capital reorganization of the CompanyCorporation, any reclassification or recapitalization of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), Corporation or any transfer of all or substantially all of the assets of the CompanyCorporation to or consolidation or merger of the Corporation with or into any other corporation, or (iii3) of the any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, then, then and in each such case, event the Company Corporation will mail or cause to be mailed give notice to the Holder holder of this Warrant a notice specifying, as the case may be, specifying (i) the date on which a any such record is to be taken for the purpose of such dividend, distribution or right, right and stating the amount and character of such dividend, distribution or right, or and (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall will 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, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed given at least ten (10) 20 days and not more than 90 days prior to the record date or effective date for the event specified in such noticetherein specified, provided that the failure to mail and such notice shall not affect state that the legality action in question or validity the record date is subject to the effectiveness of any such actiona registration statement under the Securities Act of 1933, as amended (the "Securities Act") or to a favorable vote of stockholders, if either is required.

Notices of Record Date. In case: (ia) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Warrant Holder of this Warrant a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten twenty (1020) days prior to the record date or effective date for the event specified in such notice, to the extent practicable or if not practicable, as promptly as practicable, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: If either (ia) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrantthe Warrants) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, ; or (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than undertakes a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will shall mail or cause to be mailed to each holder of a Warrant at the Holder of this Warrant time outstanding a notice specifying, as the case may be, (i1) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii2) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this Warrantthe Warrants) 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) 30 days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: (i) case the Company shall take a record of the holders of its Class B Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) ), for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right; or of any consolidation or merger of the Company with or into another corporation, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer conveyance of all or substantially all of the assets of the Company, or (iii) Company to another corporation in which holders of the Company’s stock are to receive stock, securities or property of another corporation; or of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to the Registered Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Class B Common Stock (or such other stock or securities as at the time deliverable are receivable upon the exercise of this Warrant) ), shall be entitled to exchange their shares of Class B Common Stock (or such other stock or securities) ), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least ten fifteen (1015) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. Etc. In case: (ia) the Company shall take a record of the holders of its Common Stock (or other stock or securities Other Securities at the time deliverable receivable upon the exercise of this Warrantthese Warrants) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securities, or to receive any other right, ; or (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)corporation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each such case, the Company will shall mail or cause to be mailed to the each Holder of this a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-winding up is to take place, and the time, if any is any, to be fixed, as of to which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.CONFIDENTIAL AND PROPRIETARY

Notices of Record Date. In case: the event (i) the Company shall take establishes a record of date to determine the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, distribution or (ii) of there occurs any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which Company, any acquisition of the Company is the surviving entity)Company, or any transfer of all or substantially all of the assets of the CompanyCompany to any other Company entity or person, or (iii) any sale of a majority of the voting securities of the Company in one or a series of related transactions or any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company will mail or cause to be mailed shall give to the Holder of this Warrant holder hereof a notice specifying, as specifying (a) the case may bedate of such record date for the purpose of such dividend or distribution and a description of such dividend or distribution, (ib) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which any such reorganization, reclassification, transfer, consolidation, merger, transferacquisition, sale, dissolution, liquidation or winding-winding up is expected to take placebecome effective, and (c) the time, if any any, that is to be fixed, as of which to when the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, transferacquisition, sale, dissolution, liquidation or winding-winding up. Such written notice shall be mailed given to the holder of this Warrant at least ten fifteen (1015) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of on which any such actionaction is to be taken.

Notices of Record Date. In case: Upon (i) any taking by the Company shall take of a record of the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any Acquisition (as defined in Section 3(c) or other capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation or merger of the Company with or into another corporation any other corporation, or any Asset Transfer (other than a consolidation or merger as defined in which the Company is the surviving entitySection 3(c)), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company will shall mail or cause to be mailed each holder of Series Preferred at least twenty (20) days prior to the Holder of this Warrant record date specified therein a notice specifying, as (the case may be, "Notice") specifying (iA) the date on which a any such record is to be taken for the purpose of such dividend, dividend or distribution or right, and stating the amount and character a description of such dividenddividend or distribution, distribution or right, or (iiB) the effective date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, transferAsset Transfer, dissolution, liquidation or winding-winding up is expected to take placebecome effective, and (C) the timedate, if any any, that is to be fixed, fixed as of which to when the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, transferAsset Transfer, dissolution, liquidation or winding-winding up. Such ; provided that the failure of the Company to timely give such notice in the case of subsections (B) and (C) above shall not affect the validity of the events specified in such subsections; provided, further, that in the event of a merger or reorganization of the Company for the purpose of changing the Company's state of incorporation and in which there is no substantial change in the stockholders of the Company or its successor (as the case may be), the above Notice shall be mailed to each holder at least ten (10) days prior to the either such record date or the effective date for the event specified in of such notice, provided that the failure to mail such notice shall not affect the legality merger or validity of any such actionreorganization.

Notices of Record Date. In case: case (ia) the Company shall take takes a record of the holders Purchasers of its the Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or ; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)corporation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to each Purchaser of a Warrant at the Holder of this Warrant time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders Purchasers of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise or conversion of this the Warrant) shall will 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the board of directors. Such notice shall be mailed at least ten (10) twenty days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein.

Notices of Record Date. In case: the event of (ia) any taking by the Company shall take of a record of the holders Holders of its Common Stock (or other stock any class or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the Holders thereof who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for for, purchase or purchase otherwise acquire any shares of stock of any class or any other securitiessecurities or property, or to receive any other right, or (iib) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, Company or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into another corporation (any other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Companyperson, or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, then and in each such case, event the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, specifying (i) the date on which a any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or and (ii) the effective date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixedany, as of which the holders Holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this WarrantOther Securities) shall be entitled to exchange their shares of Common Stock (or such other stock or securitiesOther Securities) for securities or other property deliverable upon on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) 20 days prior to the record date or effective date for the event specified in such noticenotice on which any action is to be taken. -4- 6. Reservation of Stock Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, provided that solely for issuance and delivery on the failure exercise of this Warrant, all shares of Common Stock (or Other Securities) from time to mail such notice shall not affect time issuable on the legality or validity exercise of any such actionthis Warrant. 7.

Notices of Record Date. In case: case (ia) the Company shall take takes a record of the holders Purchasers of its the Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or ; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)corporation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to each Purchaser of a Warrant at the Holder of this Warrant time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders Purchasers of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise or conversion of this the Warrant) shall will 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the Board. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein.

Notices of Record Date. In case: the event of (i) any taking by the Company shall take of a record of the holders of its Common Stock (any class or other stock or series of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, distribution or (ii) of any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)Company, or any transfer of all or substantially all of the assets of the CompanyCompany to any other corporation, entity or person, or (iii) of the any voluntary or involuntary dissolution, liquidation or winding-winding up of the affairs of the Company, then, and in each such case, the Company will shall mail or cause to be mailed to the Holder of this Warrant at least twenty (20) days prior to the record date specified therein (the "Notice Period"), a notice specifying, as the case may be, specifying (iA) the date on which a any such record is to be taken for the purpose of such dividend, dividend or distribution or right, and stating the amount and character a description of such dividenddividend or distribution, distribution or right, or (iiB) the effective date on which any such reorganization, reclassification, transfer, consolidation, merger, transfer, dissolution, liquidation or winding-winding up is expected to take placebecome effective, and (C) the time, if any is to be fixed, as of which to when the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, transfer, dissolution, liquidation or winding-winding up. Such notice During the Notice Period, the Holder shall be mailed at least ten (10) days prior have the exercise rights provided elsewhere in this Warrant Certificate. In addition, the Company shall mail to the record date or effective date for the event specified in such notice, provided that the failure to mail such Holder advance notice shall not affect the legality or validity of any determination by the Company to register any shares of Common Stock (not including the shares of Common Stock purchasable upon the exercise of this Warrant or the other warrants, if any, issued on the date hereof) promptly upon the making of such actiondetermination by the Company.

Notices of Record Date. In case: case (ia) the Company shall take takes a record of the holders Holder of its the Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or ; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)corporation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to the each Holder of this a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders Holder of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise or conversion of this the Warrant) shall will 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the board of the Company. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein.

Notices of Record Date. In casecase at any time: (i) the Company shall take a record declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders of its Common Stock; (ii) the Company shall offer for subscription prorata to the holders of its Common Stock (any additional shares of stock of any class, or other stock or securities at the time deliverable upon the exercise of this Warrantrights; (iii) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of there shall be any capital reorganization of the Company, any or reclassification of the capital stock of the Company, any or a consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)into, or any transfer a sale of all or substantially all of the its assets of the Company, to another entity or entities; or (iiiiv) of the there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each such caseany one or more of said cases, the Company will mail shall give, by first class mail, postage prepaid, or cause by telex or telecopier, addressed to be mailed to Warrantholder at the Holder address of this Warrant a notice specifying, such holder as shown on the case may bebooks of the Company, (iA) at least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the effective date on which any such reorganization, reclassification, consolidation, merger, transfersale, dissolution, liquidation or winding-up is to winding up, and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least ten (10) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, and in the timecase of any such dividend, if any is to be fixeddistribution or subscription rights, as of the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other 14 property deliverable upon such reorganization, reclassification, consolidation, merger, transfersale, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least ten (10) days prior to , as the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actioncase may be.

Notices of Record Date. In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable receivable upon the exercise of this Warrant) ), for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, securities or to receive any other right; or of any consolidation or merger of the Company with or into another corporation, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer conveyance of all or substantially all of the assets of the Company, or (iii) Company to another corporation in which holders of the Company’s stock are to receive stock, securities or property of another corporation; or of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; or of any redemption of any outstanding capital stock of the Company; then, and in each such case, the Company will mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, right and stating the amount and character of any such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or liquidation, winding-up up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities as at the time deliverable are receivable upon the exercise of this 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up. Such notice shall be mailed delivered at least ten thirty (1030) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein specified.

Notices of Record Date. In case: Upon (ia) any establishment by the Company shall take of a record date of the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distribution, or right or option to receive any right to subscribe for or purchase any shares acquire securities of any class or any other securitiesthe Company, or to receive any other right, or (iib) of any capital reorganization of the Companyreorganization, any reclassification of the capital stock of the Companyreclassification, any recapitalization, merger or consolidation or merger of the Company with or into another corporation (any other than a consolidation or merger in which the Company is the surviving entity)corporation, or any transfer of all or substantially all of the assets of the Company, or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company will shall mail or cause to be mailed to the Holder of this Warrant a notice specifying, as the case may be, (i) the date on which a established as the record is to be taken date for the purpose of such dividend, distribution distribution, option or right, right and stating the amount and character a description of such dividend, distribution distribution, option or right, or (ii) the effective date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-winding up is expected to take place, become effective and the timedate, if any is to be fixed, as of which to when the holders of record of Common Stock (or such of other stock or securities at the that time deliverable receivable upon the exercise of this 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, recapitalization, consolidation, merger, transfer, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least ten (10) 10 days prior to the record date therein specified, or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actionlonger period as may be required by law.

Notices of Record Date. In casecase at any time: (i) the Company shall take a record declare any dividend upon its Common Stock payable in cash or stock or make any other distribution to the holders of its Common Stock; (ii) the Company shall offer for subscription pro rata to the holders of its Common Stock (any additional shares of stock of any class, or other stock or securities at the time deliverable upon the exercise of this Warrantrights; (iii) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of there shall be any capital reorganization of the Company, any or reclassification of the capital stock of the Company, any or a consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)into, or any transfer a sale of all or substantially all of the its assets of the Company, to another entity or entities; or (iiiiv) of the there shall be a voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, ; then, and in each such caseany one or more of said cases, the Company will mail shall give, by first class mail, postage prepaid, or cause by telex or telecopier, addressed to be mailed to Warrantholder at the Holder address of this Warrant a notice specifying, such holder as shown on the case may bebooks of the Company, (iA) at least ten (10) days' prior written notice of the date on which the books of the Company shall dose or a record is to shall be taken for the purpose of such dividend, distribution or right, and stating the amount and character subscription rights or for determining rights to vote in respect of such dividend, distribution or right, or (ii) the effective date on which any such reorganization, reclassification, consolidation, merger, transfersale, dissolution, liquidation or winding-up is to winding up, and (B) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding up, at least ten (10) days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, and in the timecase of any such dividend, if any is to be fixeddistribution or subscription rights, as of the date on which the holders of record Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, consolidation, merger, transfersale, dissolution, liquidation or winding-winding up. Such notice shall be mailed at least ten (10) days prior to , as the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actioncase may be.

Notices of Record Date. In case: (ia) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Warrant Holder of this Warrant a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten (10) twenty days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.

Notices of Record Date. In case: Upon (i) any taking by the Company shall take of a record of the holders of its Common Stock (or other stock or any class of securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them determining the holders thereof who are entitled to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (ii) of any Acquisition (as defined in Section 3(b)) or other capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation or merger of the Company with or into another corporation any other corporation, or any Asset Transfer (other than a consolidation or merger as defined in which the Company is the surviving entitySection 3(b)), or any transfer of all or substantially all of the assets of the Company, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company, then, and in each such case, the Company will shall mail or cause to be mailed each holder of Series Preferred at least ten (10) days prior to the Holder record date specified therein (or such shorter period approved by the holders of this Warrant a majority of the outstanding Series Preferred) a notice specifying, as the case may be, specifying (iA) the date on which a any such record is to be taken for the purpose of such dividend, dividend or distribution or right, and stating the amount and character a description of such dividenddividend or distribution, distribution or right, or (iiB) the effective date on which any such Acquisition, reorganization, reclassification, transfer, consolidation, merger, transferAsset Transfer, dissolution, liquidation or winding-winding up is expected to take placebecome effective, and (C) the timedate, if any any, that is to be fixed, fixed as of which to when the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, transferAsset Transfer, dissolution, liquidation or winding-winding up. Such notice The Company shall also use its reasonable efforts to furnish to the holders of Series Preferred information that is reasonably sufficient to enable such holders to make a determination as to whether it would be mailed at least ten (10) days to their advantage to convert their shares of Series Preferred to shares of Common Stock pursuant to this Section 4 prior to the record date or effective date for the event specified any transaction listed in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action(ii) above.

Notices of Record Date. In case: case (ia) the Company shall take takes a record of the holders of its the Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or ; (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity)corporation, or any transfer conveyance of all or substantially all of the assets of the Company, Company to another corporation; or (iiic) of the any voluntary or involuntary dissolution, liquidation or winding-up of the Company, ; then, and in each such case, the Company will mail or cause to be mailed to the each Holder of this a Warrant at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable receivable upon the exercise of this the Warrant) shall will 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, consolidation, merger, transferconveyance, dissolution, liquidation or winding-up, and, in the case of a reorganization, consolidation, merger or conveyance, the fair market value of such securities or other property as determined by the Board. Such notice shall be mailed at least ten (10) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such actiontherein.

Notices of Record Date. In case: (ia) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other right, or (iib) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Warrant Holder of this Warrant a notice specifying, as the case may be, : (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time deliverable upon the exercise of this 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, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least ten twenty (1020) days prior to the record date or effective date for the event specified in such notice, provided that the failure to mail such notice shall not affect the legality or validity of any such action.