Common use of Notice of Certain Corporate Actions Clause in Contracts

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 said 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 registered holders of the Notes at the addresses of each as shown in the Note Register 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 10.7 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 said 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. In case at any time or from time to time case: the Company shall pay any stock declare a dividend (or make any other non-distribution) on its Common Stock payable otherwise than in cash distribution to the holders out of its Common Stock, 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 14.4; or the Company shall offer for subscription pro rata 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 additional shares of capital stock of any class or of any other right, rights (other than any such grant for which approval of any shareholders of the Company is required); or there shall be of any capital reorganization or reclassification of the Common Stock or consolidation or merger of the Company with (other than a subdivision or into another corporationcombination of its outstanding shares of Common Stock, or of any sale consolidation, merger or conveyance share exchange to another corporation which the Company is a party and for which approval of the property any shareholders of the Company as an entirety is required), or of the sale of all or substantially as an entirety, all of the assets of the Company; or there shall be a of the voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said cases ; then the Company shall give 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' days (or 10 days in any case specified in clause (1) or (2) above) prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holders of the Notes at the addresses of each as shown in the Note Register of applicable record date hereinafter specified, a notice stating (i) the date on which (i) a record shall is to be taken for the purpose of such stock dividend, distribution distribution, rights, options or subscription rights or (ii) such reorganizationwarrants, reclassificationor, consolidationif a record is not to be taken, 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 10.7 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 said to be entitled to such dividend, distribution distribution, rights, options or subscription rights 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 securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale or conveyance or participate in such share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, as the case may be. Failure to give a copy of such notice shall not invalidate any action so takenalso forthwith be filed by the Company with the Trustee.

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 said cases 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 registered holders Holders of the Notes at the their addresses of each 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 10.7 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 said 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. In case at any time or from time to time the Company shall propose (a) to pay any stock 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 non-cash distribution to the holders of its Common Stock, or shall (b) to offer for subscription pro rata to the Warrant Agreement ----------------- holders of its Common Stock rights to subscribe for or to purchase any additional shares 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 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 of or share exchange in which the Company with or into another corporationis not the surviving entity, or any sale is the surviving entity but its Common Stock shall be changed into securities or conveyance to another corporation of the other property of the Company as an entirety or substantially as an entiretyanother Person, or there shall be sale, lease, transfer or other disposition of all or a voluntary majority of its property, assets or involuntary dissolutionbusiness, liquidation or (f) to effect the liquidation, dissolution or winding up of the Company, then, in any one or more of said cases each such case, the Company shall give at least 20 days' prior written to each Holder, in accordance with Section 13.02 hereof, a notice (the time of mailing of such notice proposed action, which shall be deemed to be the time of giving thereof) to the registered holders of the Notes at the addresses of each as shown in the Note Register of specify the date on which (i) a record shall is to be taken for the purposes of such stock dividend, distribution or subscription rights offering of rights, or (ii) the date on which such reclassification, reorganization, reclassification, consolidation, merger, sale or conveyanceshare exchange, dissolutionsale, liquidation 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 take placealso 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 the case may be, provided that a result of such action. Such notice shall be so given in the case of any Transaction to which Section 10.7 applies the Company shall give action covered by clause (a) or (b) above at least 30 days' 20 days prior written notice as aforesaid. Such notice shall also specify to the record date as of which the for determining holders of the Common Stock for purposes of record shall participate such action, and in said dividendthe case of any other such action, distribution at least 20 days prior to the date of the taking of such proposed action or subscription rights or the date of participation therein by the holders of Common Stock, whichever 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 takenearlier.

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 52 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 said 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 registered holders of the Notes at the addresses of each 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 10.7 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 said 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. In case at any time or from time to time the Company after the date hereof shall pay any stock dividend or make any other non-cash distribution propose (i) to offer to the holders of its Common Stock, generally, rights to subscribe to or shall offer for subscription pro rata to the holders of its Common Stock purchase any additional shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other rightrights or options or (ii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or there shall be any capital reorganization or reclassification of the Common Stock or consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company with or into another corporationis required, or any sale sale, transfer or conveyance to another corporation other disposition of the its property of the Company as an entirety or and assets substantially as an entirety, or there shall be a the liquidation, voluntary or involuntary dissolution, liquidation dissolution or winding winding-up of the Company, then, in any one or more of said cases each such case, the Company shall give file with the Warrant Agent and the Company, or the Warrant Agent on the Company’s behalf and at least 20 days' prior written notice the Company’s request, shall mail (the time of mailing of such notice shall be deemed to be the time of giving thereofby first-class, postage prepaid mail) to the all registered holders of the Notes at the addresses Warrant Certificates notice of each as shown in the Note Register of such proposed action, which notice shall specify the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription offer of rights or (ii) options, or the date on which such reclassification, reorganization, reclassification, consolidation, merger, sale sale, transfer, other disposition, liquidation, voluntary or conveyance, dissolution, liquidation involuntary dissolution or winding winding-up shall take placeplace or commence, as the case may be, provided that and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any Transaction to which Section 10.7 applies the Company shall give action covered by clause (i) above, at least 30 days' ten days prior written notice as aforesaid. Such notice shall also specify to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of the shares of Common Stock of record shall participate are to be entitled to such offering; and, in said dividendthe case of any action covered by clause (ii) above, distribution at least 20 days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or subscription rights involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their Common Stock shares for securities or other property deliverable upon such reclassification, reorganization, reclassification, consolidation, merger, sale sale, transfer, other disposition, liquidation, voluntary or conveyance involuntary dissolution or participate in such dissolution, liquidation or winding winding-up, as the case may be. Failure to give any such notice or any defect therein shall not invalidate affect the legality or validity of any action so takentransaction listed in this Section 13.

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 said cases the Company shall give at least 20 twenty (20) days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holders of the Notes at the addresses of each as shown in the Note Register of the date on which (ia) a record shall be taken for such stock dividend, distribution or subscription rights or (iib) 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 10.7 8.5 applies the Company shall give at least 30 thirty (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 said 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. 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 said cases the Company shall give at least 20 30 days' prior written notice (the time of mailing of such notice shall be deemed to be the time of giving thereof) to the registered holders of the Notes at the addresses of each as shown in the Note Register 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 10.7 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 said 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. In case at any time or from time to time the Company shall propose (a) to pay any stock 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 non-cash distribution to the holders of its Common Stock, or shall (b) to offer for subscription pro rata to the holders of its Common Stock rights to subscribe for or to purchase any additional shares 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 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 of or share exchange in which the Company with or into another corporationis not the surviving entity, or any sale is the surviving entity but its Common Stock WARRANT AGREEMENT shall be changed into securities or conveyance to another corporation of the other property of the Company as an entirety or substantially as an entiretyanother Person, or there shall be sale, lease, transfer or other disposition of all or a voluntary majority of its property, assets or involuntary dissolutionbusiness, liquidation or (f) to effect the liquidation, dissolution or winding up of the Company, then, in any one or more of said cases each such case, the Company shall give at least 20 days' prior written to each Holder, in accordance with SECTION 13.02 hereof, a notice (the time of mailing of such notice proposed action, which shall be deemed to be the time of giving thereof) to the registered holders of the Notes at the addresses of each as shown in the Note Register of specify the date on which (i) a record shall is to be taken for the purposes of such stock dividend, distribution or subscription rights offering of rights, or (ii) the date on which such reclassification, reorganization, reclassification, consolidation, merger, sale or conveyanceshare exchange, dissolutionsale, liquidation 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 take placealso 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 the case may be, provided that a result of such action. Such notice shall be so given in the case of any Transaction to which Section 10.7 applies the Company shall give action covered by clause (a) or (b) above at least 30 days' 20 days prior written notice as aforesaid. Such notice shall also specify to the record date as of which the for determining holders of the Common Stock for purposes of record shall participate such action, and in said dividendthe case of any other such action, distribution at least 20 days prior to the date of the taking of such proposed action or subscription rights or the date of participation therein by the holders of Common Stock, whichever 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 takenearlier.

Notice of Certain Corporate Actions. In case at any time or from time to time the Company after the date hereof shall pay any stock dividend or make any other non-cash distribution propose (i) to offer to the holders of its Common Stock, generally, rights to subscribe to or shall offer for subscription pro rata to the holders of its Common Stock purchase any additional shares of stock of any class of its capital stock, any evidences of its indebtedness or assets, or any other rightrights or options or (ii) to effect any reclassification of Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock) or any capital reorganization, or there shall be any capital reorganization or reclassification of the Common Stock or consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company with or into another corporationis required, or any sale sale, transfer or conveyance to another corporation other disposition of the its property of the Company as an entirety or and assets substantially as an entirety, or there shall be a the liquidation, voluntary or involuntary dissolution, liquidation dissolution or winding winding-up of the Company, then, in any one or more of said cases each such case, the Company shall give at least 20 days' prior written deliver to the Warrant Holder notice (the time of mailing of such proposed action, which notice shall be deemed to be the time of giving thereof) to the registered holders of the Notes at the addresses of each as shown in the Note Register of specify the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription offer of rights or (ii) options, or the date on which such reclassification, reorganization, reclassification, consolidation, merger, sale sale, transfer, other disposition, liquidation, voluntary or conveyance, dissolution, liquidation involuntary dissolution or winding winding-up shall take placeplace or commence, as the case may be, provided that and which shall also specify any record date for determination of holders of Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of the Warrant which will be required as a result of such action. Such notice shall be sent, in the case of any Transaction to which Section 10.7 applies the Company shall give action covered by clause (i) above, at least 30 days' ten (10) days prior written notice as aforesaid. Such notice shall also specify to the record date for determining holders of the Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of the shares of Common Stock of record shall participate are to be entitled to such offering; and, in said dividendthe case of any action covered by clause (ii) above, distribution at least twenty (20) days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or subscription rights involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Common Stock of record on such date shall be entitled to exchange their Common Stock shares for securities or other property deliverable upon such reclassification, reorganization, reclassification, consolidation, merger, sale sale, transfer, other disposition, liquidation, voluntary or conveyance involuntary dissolution or participate in such dissolution, liquidation or winding winding-up, as the case may be. Failure to give such notice shall not invalidate any action so taken.

Notice of Certain Corporate Actions. In So long as any Warrant remains outstanding, in case at any time or from time to time the Company shall propose (a) to pay any stock dividend to the holders of its Common Stock or to make any other non-cash distribution to the holders of its Common Stock, or shall (b) to offer for subscription pro rata to the holders of its Common Stock rights to subscribe for or to purchase any additional 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 stock of Common Stock), or (d) to effect any class capital reorganization, or (e) to effect any consolidation, merger or share exchange, or any sale, lease, transfer or other right, disposition of all or there shall be any capital reorganization or reclassification substantially all of its assets (other than a transaction in which the Company is the surviving entity and the Common Stock is not converted into or consolidation exchanged for any other securities or merger of the Company with or into another corporationproperty), or any sale or conveyance (f) to another corporation of effect the property of the Company as an entirety or substantially as an entiretyliquidation, or there shall be a voluntary or involuntary dissolution, liquidation dissolution or winding up of the Company, then, in any one or more of said cases each such case, the Company shall give at least 20 days' prior written to each Holder, in accordance with SECTION 15.02 hereof, a notice (the time of mailing of such notice proposed action, which shall be deemed to be the time of giving thereof) to the registered holders of the Notes at the addresses of each as shown in the Note Register of specify the date on which (i) a record shall is to be taken for the purposes of such stock dividend, distribution or subscription rights offering of rights, or (ii) the date on which such reclassification, reorganization, reclassification, consolidation, merger, sale or conveyanceshare exchange, dissolutionsale, liquidation 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 take placealso 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 the case may be, provided that a result of such action. Such notice shall be so given in the case of any Transaction to which Section 10.7 applies the Company shall give action covered by clause (a) or (b) above at least 30 days' 10 days prior written notice as aforesaid. Such notice shall also specify to the record date as of which the for determining holders of the Common Stock for purposes of record shall participate such action, and in said dividendthe case of any other such action, distribution at least 10 days prior to the date of the taking of such proposed action or subscription rights or the date of participation therein by the holders of Common Stock, whichever 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 takenearlier.

Notice of Certain Corporate Actions. In case at any time or from time to time the Company shall propose (a) to pay any stock 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 Warrant Agreement ----------------- other non-cash distribution to the holders of its Common Stock, or shall (b) to offer for subscription pro rata to the holders of its Common Stock rights to subscribe for or to purchase any additional shares 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 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 of or share exchange in which the Company with or into another corporationis not the surviving entity, or any sale is the surviving entity but its Common Stock shall be changed into securities or conveyance to another corporation of the other property of the Company as an entirety or substantially as an entiretyanother Person, or there shall be sale, lease, transfer or other disposition of all or a voluntary majority of its property, assets or involuntary dissolutionbusiness, liquidation or (f) to effect the liquidation, dissolution or winding up of the Company, then, in any one or more of said cases each such case, the Company shall give at least 20 days' prior written to each Holder, in accordance with Section 13.02 hereof, a notice (the time of mailing of such notice proposed action, which shall be deemed to be the time of giving thereof) to the registered holders of the Notes at the addresses of each as shown in the Note Register of specify the date on which (i) a record shall is to be taken for the purposes of such stock dividend, distribution or subscription rights offering of rights, or (ii) the date on which such reclassification, reorganization, reclassification, consolidation, merger, sale or conveyanceshare exchange, dissolutionsale, liquidation 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 take placealso 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 the case may be, provided that a result of such action. Such notice shall be so given in the case of any Transaction to which Section 10.7 applies the Company shall give action covered by clause (a) or (b) above at least 30 days' 20 days prior written notice as aforesaid. Such notice shall also specify to the record date as of which the for determining holders of the Common Stock for purposes of record shall participate such action, and in said dividendthe case of any other such action, distribution at least 20 days prior to the date of the taking of such proposed action or subscription rights or the date of participation therein by the holders of Common Stock, whichever 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 takenearlier.

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 said 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 registered holders of the Notes at the addresses of each 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 10.7 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 said 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. 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 Change in Control, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said 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 registered holders of the Notes at the addresses of each Purchaser as shown in the Note Register 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, Change in Control, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Major Transaction to which Section 10.7 10.6 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 said 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 Change in Control 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. 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 Change in Control, or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in any one or more of said 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 registered holders of the Notes at the addresses of each 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, Change in Control, dissolution, liquidation or winding up shall take place, as the case may be, provided that in the case of any Major Transaction to which Section 10.7 10.6(e) 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 said 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 Change in Control 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.