Common use of Issuances, Distributions, and Dividends and Distributions Clause in Contracts

Issuances, Distributions, and Dividends and Distributions. If the Company (A) announces any issuance of any rights, options or warrants that would require an adjustment in the Conversion Rate pursuant to Section 4.04(b) hereof; (B) authorizes any distribution that would require an adjustment in the Conversion Rate pursuant to Section 4.04(c) hereof (including any separation of rights from the Common Stock described in Section 4.04(g) hereof); or (C) announces any dividend or distribution that would require an adjustment in the Conversion Rate pursuant to Section 4.04(d) hereof, then the Company shall deliver to the Holders, as promptly as practicable after the holders of the Common Stock are notified of such event, notice describing such issuance, distribution, dividend or distribution, as the case may be, and stating the expected Ex-Dividend Date and record date for such issuance, distribution, dividend or distribution, as the case may be; provided that the Company shall (i) have been deemed to have given notice to the Holders of the cash dividend declared by the Board of Directors on December 7, 2012 and payable on December 26, 2012 and (ii) only be required to give notice of the Ex-Dividend Date and record date for the spin-off of Era Group Inc. announced by the Company on October 1, 2012 and shall be deemed to have given notice describing such spin-off. In addition, the Company shall deliver to the Holders written notice if the consideration included in such issuance, distribution, dividend or distribution, or the Ex-Dividend Date or record date of such issuance, distribution, dividend or distribution, as the case may be, changes.