Common use of Notice of Certain Events Clause in Contracts

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If, after the Distribution Date, the Company shall propose proposes (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole), to any other PersonPerson or Persons other than the Company or one or more of its wholly owned Subsidiaries, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to each holder of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify specifies the record date for the purpose purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, combination or winding up consolidation is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of the Shares Acquisition Date and the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination or reclassification of the Common Shares), or (iib) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than pursuant to a merger or other acquisition agreement of the type described in Section 1.3(ii)(A)(z)), to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Preferred Shares and/or the Preferred Common Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Preferred Shares and/or the Preferred Common Shares, whichever shall be the earlier. In case any event set forth in Section 11.1.2 or Section 13 shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11.1.2 and Section 13, and (ii) all references in this Section 24 to Preferred Shares shall be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Certain Events. If the Company proposes at any time (a) In case to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale any shares of the Company shall propose Company’s capital stock (or other securities convertible into such capital stock), other than (i) to pay any dividend payable in stock of any class pursuant to the holders of its Preferred Shares Company’s stock option or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend)compensatory plans, (ii) to offer to the holders of its Preferred Shares rights in connection with commercial credit arrangements or warrants to subscribe for equipment financings, or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) in connection with strategic transactions for purposes other than capital raising; (c) to effect any reclassification or recapitalization of any of its Preferred Shares stock; (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (ivd) to effect merge or consolidate with or into any consolidation other corporation, or merger into sell, lease, license, or withconvey all or substantially all of its assets, or to effect any sale liquidate, dissolve or other transfer wind up; or (or e) offer holders of registration rights the opportunity to permit one or more of its Subsidiaries to effect any sale or other transfer), participate in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up an underwritten public offering of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares)’s securities for cash, then, in connection with each such caseevent, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a Holder: (1) at least 10 days prior written notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which a record will be taken for such reclassificationdividend, consolidation, merger, sale, transfer, liquidation, dissolutiondistribution, or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the Common Shares and/or the Preferred Sharescommon stock will be entitled thereto) or for determining rights to vote, if any such date is any, in respect of the matters referred to be fixed, in (a) and such notice shall be so given (b) above; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 10 days prior to written notice of the record date for determining when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the Preferred Shares for purposes occurrence of such action, event); and (3) in the case of any such other actionthe matter referred to in (e) above, at least 10 days prior the same notice as is given to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earliersuch registration rights. Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which action that shall specify the record date for the purpose of such stock dividend, dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or the or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose propose, after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or withwith (other than a merger of a Subsidiary into or with the Company), to effect any share exchange with or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to each holder of a Right CertificateCertificate and to the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which that shall specify the record date for the purpose of such stock dividend, dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or the or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, reclassification, subdivision, combination, consolidation or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power than a wholly owned Subsidiary of the Company and its Subsidiaries (taken as in a wholetransaction that complies with Section 11(o) hereof), to any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of record of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the shares of Preferred SharesStock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock payable in shares of Common Shares Stock or to effect a subdivision, combination or consolidation of the shares of Common Shares Stock (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares Stock and/or the shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares Stock and/or the shares of Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) 24.1. In case the Company Corporation shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Corporation in a transaction which does not violate Section 11.14 hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), ) in one or more transactions, of 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole), ) to any other PersonPerson or Persons (other than the Corporation and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11.14 hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares)Corporation, then, in each such case, the Company Corporation shall give the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, action which shall specify the record date for the purpose purposes of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend or other distribution payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly monthly cash dividenddividend or distribution), (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends or other distributions in Common SharesShares of the Company), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section SECTION 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or of the Preferred SharesCompany, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or of the Preferred SharesCompany, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividend), or (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), or (ivd) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof), to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case a Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right, to the extent feasible and in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) and all references in the preceding paragraph to Preferred Stock shall be deemed to thereafter refer to Common Stock and/or other securities, as the case may be.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its it Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination combination, or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), ) then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Preferred Shares or Common Shares and/or Shares, as the Preferred Sharescase may be, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares or Common Shares, as the case may be, for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares or Common Shares and/or the Preferred Shares, whichever shall be as the earliercase may be.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend or other distribution payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular monthly or quarterly cash dividenddividend or distribution), (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends or other distributions in Common SharesShares of the Company), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or of the Preferred SharesCompany, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or of the Preferred SharesCompany, whichever shall be the earlier.

Notice of Certain Events. (a) In case If, after the Distribution Date, the Company shall propose proposes (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights rights, or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole), to any other PersonPerson or Persons other than the Company or one or more of its wholly owned Subsidiaries, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to each holder of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify specifies the record date for the purpose purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be is the earlier.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Common Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole), to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. In the event (each, a "Notice Event"): (a) In case the Company shall propose (i) authorizes the issuance to pay any dividend payable in stock of any class to the all holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class its capital stock, or any other securities, subscription rights or options, warrants; (iiib) the Company authorizes the distribution to effect all holders of Common Stock evidences of indebtedness or assets or other securities; (c) of any capital reorganization or reclassification of its Preferred Shares (Common Stock, other than a reclassification involving only subdivision or combination of the subdivision outstanding Common Stock and other than a change in par value of outstanding Preferred Shares)the Common Stock; (d) of any liquidation or merger to which the Company is a party and for which approval of any of the Company's holders of Common Stock is required, (iv) to effect any other than a consolidation or merger into in which the Company is the continuing corporation and that does not result in any reclassification or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more change of the assets or earning power shares of Common Stock issuable upon the exercise of this Warrant; (e) of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution conveyance or winding up transfer of the Company's properties and assets, substantially as an entirety; or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification Company's voluntary or otherwise than by payment of dividends in Common Shares)involuntary dissolution, liquidation or winding-up; then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is cause to be fixed, and such notice shall be so given in the case of any action covered mailed by clause (i) or (ii) above at least 10 days prior certified mail to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other actionHolder, at least 10 days prior to the applicable record or effective date hereinafter specified, a notice stating the material terms relating to the exercise of the taking Warrants, the name, title and telephone number of a Company representative who shall be available to answer any questions relating to such proposed action or exercise and the date dates as of participation therein by which (i) the holders of the Common Shares and/or the Preferred SharesStock of record will be entitled to receive any such rights, whichever warrants or distributions are to be determined, (ii) such Notice Event is expected to become effective and (iii) that Holders of record of Warrants shall be entitled to exchange or sell their shares of Common Stock issuable upon the earlierexercise of this Warrant for securities or other property, if any, deliverable upon such Notice Event. In addition, if the Company receives written notice that a purchase, tender or exchange offer has been made to the holders of more than 50% of the outstanding Common Stock, the Company shall give the Holder reasonable notice (but will not be required to give not more than 10 days notice) thereof.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Common Stock or to make any other distribution to the holders of its Preferred Shares Common Stock (other than a regular quarterly periodic cash dividend), or (iib) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares shares of Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesCommon Stock), or (ivd) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof), to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20)) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case a Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right, to the extent feasible and in accordance with Section 26 a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Sharesotherwise), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividendevent, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If the Company shall propose proposes at any time after the Distribution Date (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividend), or (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (iv) to effect any consolidation or merger into or with, or to effect any sale sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale sale, mortgage or other transfer), in one transaction or more a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by the last sentence of Section 11(n)), to any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, ) then in each such case, the Company shall give to each holder of a Right CertificateCertificate and to the Rights Agent, in accordance with Section 26 hereof26, a notice of such that proposed action, which shall specify that specifies the record date for the purpose purposes of such stock that share dividend, or distribution of rights or warrants, or the date on which such that reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the or Preferred Shares, if any such record date is to be fixed, and such that notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares for purposes of such that action, and in the case of any such other similar action, at least 10 twenty (20) days prior to the date of the taking of such that proposed action or the date of participation therein by the holders of the Common Shares and/or the or Preferred Shares, whichever is earlier; but no notice shall be required pursuant to this Section 25 if any Subsidiary of the earlierCompany effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company in a manner not inconsistent with the provisions of this Agreement.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares of the Company payable in Common Shares of the Company or to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends in Common SharesShares of the Company), then, in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares of the Company and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares of the Company and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If the Company shall propose proposes (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (viv) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to the Rights Agent and, to the extent feasible, to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify specifies the record date for the purpose purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassificationreclassification , consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Shares Stock of the Company payable in shares of Common Shares Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Shares Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Right Rights Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares Stock of the Company and/or the shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares Stock of the Company and/or the shares of Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company Corporation shall at any time after the earlier of the Distribution Date or the Stock Acquisition Time propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividendperiodic dividend out of earnings or retained earnings of the Corporation), or (ii) to offer to the holders of its Preferred Shares Stock options, rights or warrants to subscribe for or to purchase any additional Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), or (iv) to effect any merger, consolidation or merger other combination into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets assets, cash flow or earning power of the Company Corporation and its Subsidiaries (taken as a whole)) to, to any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares)Corporation, then, in each such case, the Company Corporation shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of Common Stock of the Common Shares and/or the Corporation or Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock of the Common Shares and/or the Corporation or Preferred SharesStock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, reclassification, subdivision, combination, consolidation or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, transaction contemplated by Section 13 hereof (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of the Shares Acquisition Date and the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination or reclassification of the Common Shares), or (iib) to offer to the holders of its Preferred Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights rights, options or optionswarrants, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than pursuant to a merger or other acquisition agreement of the type described in Section 1.3(ii)(A)(z)), to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Preferred Shares and/or the Preferred Common Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Preferred Shares and/or the Preferred Common Shares, whichever shall be the earlier. In case any event set forth in Section 11.1.2 or Section 13 shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11.1.2 and Section 13, and (ii) all references in this Section 24 to Preferred Shares shall be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Certain Events. (a) In case If the Company shall propose at any time after the Distribution Date (i) to pay declare any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereofof this Agreement, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier. Failure to give any notice provided for in this Section 25, however, or any defect therein, shall not affect the legality or validity of any such action taken by the Company.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Preference Shares or to make any other distribution to the holders of its Preferred Preference Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Preference Shares rights or warrants to subscribe for or to purchase any additional Preferred Preference Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Preference Shares (other than a reclassification involving only the subdivision of outstanding Preferred Preference Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Preference Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Preference Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Preference Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose proposes, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend)Common Shares, (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any class or any other securities, rights rights, or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution dissolution, or winding winding-up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to each holder of a Right Rights Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall will specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding winding-up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall will be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall will be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividend), or (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof22, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case any Triggering Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 22, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a) or Section 12(a), as the case may be.

Notice of Certain Events. In the event (each, a “Notice Event”): (a) In case the Company shall propose (i) authorizes the issuance to pay any dividend payable in stock of any class to the all holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class its capital stock, or any other securities, subscription rights or options, warrants; (iiib) the Company authorizes the distribution to effect all holders of Common Stock evidences of indebtedness or assets or other securities; (c) of any capital reorganization or reclassification of its Preferred Shares (Common Stock, other than a reclassification involving only subdivision or combination of the subdivision outstanding Common Stock and other than a change in par value of outstanding Preferred Shares)the Common Stock; (d) of any liquidation or merger to which the Company is a party and for which approval of any of the Company's holders of Common Stock is required, (iv) to effect any other than a consolidation or merger into in which the Company is the continuing corporation and that does not result in any reclassification or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more change of the assets or earning power shares of Common Stock issuable upon the exercise of this Warrant; (e) of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution conveyance or winding up transfer of the Company's properties and assets, substantially as an entirety; or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification Company's voluntary or otherwise than by payment of dividends in Common Shares)involuntary dissolution, liquidation or winding-up; then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is cause to be fixed, and such notice shall be so given in the case of any action covered mailed by clause (i) or (ii) above at least 10 days prior certified mail to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other actionHolder, at least 10 days prior to the applicable record or effective date hereinafter specified, a notice stating the material terms relating to the exercise of the taking Warrants, the name, title and telephone number of a Company representative who shall be available to answer any questions relating to such proposed action or exercise and the date dates as of participation therein by which (i) the holders of the Common Shares and/or the Preferred SharesStock of record will be entitled to receive any such rights, whichever warrants or distributions are to be determined, (ii) such Notice Event is expected to become effective and (iii) that Holders of record of Warrants shall be entitled to exchange or sell their shares of Common Stock issuable upon the earlierexercise of this Warrant for securities or other property, if any, deliverable upon such Notice Event. In addition, if the Company receives written notice that a purchase, tender or exchange offer has been made to the holders of more than 50% of the outstanding Common Stock, the Company shall give the Holder reasonable notice (but will not be required to give not more than 10 days notice) thereof.

Notice of Certain Events. (a) In case the Company shall propose proposes, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Class A Common Stock or Class B Common Stock or to make any other distribution to the holders of its Preferred Shares Class A Common Stock or Class B Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Shares Class A Common Stock or Class B Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares shares of Class A Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares Class A Common Stock or Class B Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), or (iv) to effect any consolidation or merger into into, or withwith any other Person (other than a Subsidiary of the Company in a transaction that complies with SECTION 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), ) to any other PersonPerson or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with SECTION 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereofSECTION 26, a notice of such proposed action, which shall will specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Class A Common Shares Stock and/or the Preferred SharesClass B Common Stock, if any such date is to be fixed, and such notice shall will be so given in the case of any action covered by clause CLAUSE (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares shares of Class A Common Stock and/or Class B Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Class A Common Shares Stock and/or the Preferred SharesClass B Common Stock, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock, or (other than a regular quarterly cash dividend), (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), or (ivd) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case a Triggering Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right, to the extent feasible and in accordance with Section 25, a notice of the occurrence of such event.

Notice of Certain Events. If the Company proposes at any time (a) In case to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale pro rata to all of the Company shall propose holders of the outstanding shares of the Series E Preferred Stock any additional shares of the Company’s capital stock (or other securities convertible into such capital stock), other than (i) to pay any dividend payable in stock of any class pursuant to the holders of its Preferred Shares Company’s stock option or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend)compensatory plans, (ii) to offer to the holders of its Preferred Shares rights in connection with commercial credit arrangements or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or optionsequipment financings, (iii) in connection with strategic transactions for purposes other than capital raising, or (iv) pursuant to contractual pre-emptive rights; (c) to effect any reclassification or recapitalization of any of its Preferred Shares stock; (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (ivd) to effect merge or consolidate with or into any consolidation or merger into or withother corporation, or to effect any sale or other transfer (an Acquisition, or to permit one liquidate, dissolve or more wind up; or (e) offer holders of its Subsidiaries registration rights the opportunity to effect any sale or other transfer), participate in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up an underwritten public offering of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares)’s securities for cash, then, in connection with each such caseevent, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a Holder: (1) at least 10 days prior written notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which a record will be taken for such reclassificationdividend, consolidation, merger, sale, transfer, liquidation, dissolutiondistribution, or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the Common Shares and/or the Preferred Sharescommon stock will be entitled thereto) or for determining rights to vote, if any such date is any, in respect of the matters referred to be fixed, in (a) and such notice shall be so given (b) above; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 10 days prior to written notice of the record date for determining when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the Preferred Shares for purposes occurrence of such action, event); and (3) in the case of any such other actionthe matter referred to in (e) above, at least 10 days prior the same notice as is given to the date of the taking of such proposed action or the date of participation therein by the holders of such registration rights. Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. After the Common Shares and/or expiration of the Preferred SharesLoan Agreement but until the earliest of the expiration of this Warrant, whichever shall be an IPO or change of control, the earlierCompany will provide to the Holder operating budgets and updated capitalization tables on a quarterly basis.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any other class or any other securities, rights or optionsSecurities, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole), to to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify (x) the record date for the purpose purposes of such stock dividend, dividend or distribution of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and (y) the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, action at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. If Company proposes at any time (a) In case the Company shall propose to declare any dividend or distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (ib) to pay any dividend payable in stock of any class offer for subscription pro rata to the holders of its Preferred Shares any class or to make any other distribution to the holders series of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase stock any additional Preferred Shares or shares of stock of any class or any series or other securitiesrights (except in compliance with, rights or optionspursuant to the waiver of, the provisions of Section 5 of the Company’s Sixth Amended and Restated Investors’ Rights Agreement dated as of January 8, 2018 (iiias may be amended and/or restated from time to time, the “Investor Rights Agreement”)); (c) to effect any reclassification or recapitalization of common stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or withassets, or to effect any sale liquidate, dissolve or other transfer wind up; or (or e) offer holders of registration rights the opportunity to permit one or more of its Subsidiaries to effect any sale or other transfer), participate in one or more transactions, of 50% or more an underwritten public offering of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares)company’s securities for cash, then, in connection with each such caseevent, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given Holder (1) in the case of any action covered by clause the matters referred to in (ia) or and (iib) above at least 10 days prior to written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining holders rights to vote, if any, in respect of the Preferred Shares for purposes of such action, matters referred to in (c) and (d) above; (2) in the case of any such other action, the matters referred to in (c) and (d) above at least 10 days prior to written notice of the date of when the taking of such proposed action or same will take place (and specifying the date of participation therein by on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the Common Shares and/or occurrence of such event); and (3) in the Preferred Sharescase of the matter referred to in (e) above, whichever shall be the earliersame notice as is given to the holders of such registration rights.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of the Stock Acquisition Date and the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Series A Preferred Shares or to make any other distribution to the holders of its Series A Preferred Shares (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination or reclassification of the Common Stock), or (iib) to offer to the holders of its Series A Preferred Shares rights or warrants to subscribe for or to purchase any additional Series A Preferred Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Series A Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred SharesSeries A Preferred), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than pursuant to a merger or other acquisition agreement of the type excluded from the definition of “Beneficial Ownership” in Section 1.3), to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof25, a reasonably detailed notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Series A Preferred and/or Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Series A Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Series A Preferred and/or Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case any event set forth in Section 11.1.2 or Section 13 shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11.1.2 and Section 13, and (ii) all references in this Section 24 to Series A Preferred shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right CertificateCertificate and to the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale sale, lease or other transfer of all or substantially all the Company’s assets to any other Person or Persons (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power than a wholly owned Subsidiary of the Company and its Subsidiaries (taken as in a wholetransaction that complies with Section 11(o) hereof), to any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of record of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the shares of Preferred SharesStock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose proposes at any time following the Distribution Date (ia) to pay any dividend payable in stock shares of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular periodic cash dividend at a rate per share not in excess of 150% of the last cash quarterly cash dividenddividend per share theretofore paid), (iib) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or Common Shares, shares of stock of any class other class, or any other securities, rights rights, or options, (iiic) to effect any reclassification of its Preferred the Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (ivd) to effect any consolidation or merger into or withtransaction which would constitute a Flip-over Event, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (ve) to effect the liquidation, dissolution dissolution, or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), thenCompany shall, in each such case, the Company shall give to each holder of a Right CertificateRights, in accordance with Section 26 hereof24, a notice of such proposed action, which shall specify action specifying the record date for the purpose purposes of such stock dividend, dividend or distribution of rights or warrantsdistribution, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such . Such notice shall be so given given, in the case of any action covered by described in clause (ia) or (iib) above above, at least 10 20 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such actionaction and, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be is the earlier. In case any of the events set forth in Section 11(a)(ii) of this Agreement occurs, the Company shall, in any such case, as soon as practicable thereafter give to each holder of Rights, in accordance with Section 24, a notice of the occurrence of such event specifying the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which action that shall specify the record date for the purpose of such stock dividend, dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or the or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. In the event (each, a “Notice Event”): (a) In case the Company shall propose (i) authorizes the issuance to pay any dividend payable in stock of any class to the all holders of its Common Stock and/or Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class its capital stock, or any other securities, subscription rights or options, warrants; (iiib) the Company authorizes the distribution to effect all holders of Common Stock and/or Preferred Stock evidences of indebtedness or assets or other securities; (c) of any capital reorganization or reclassification of its Common Stock and/or Preferred Shares (Stock, other than a reclassification involving only subdivision or combination of the subdivision outstanding Common Stock and/or Preferred Stock and other than a change in par value of outstanding the Common Stock and/or Preferred Shares)Stock; (d) of any liquidation or merger to which the Company is a party and for which approval of any of the Company's holders of Common Stock and/or Preferred Stock is required, (iv) to effect any other than a consolidation or merger into in which the Company is the continuing corporation and that does not result in any reclassification or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more change of the assets or earning power shares of Preferred Stock issuable upon the exercise of this Warrant; (e) of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution conveyance or winding up transfer of the Company's properties and assets, substantially as an entirety; or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification Company's voluntary or otherwise than by payment of dividends in Common Shares)involuntary dissolution, liquidation or winding-up; then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is cause to be fixed, and such notice shall be so given in the case of any action covered mailed by clause (i) or (ii) above at least 10 days prior certified mail to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other actionHolder, at least 10 days prior to the applicable record or effective date hereinafter specified, a notice stating the material terms relating to the exercise of the taking Warrants, the name, title and telephone number of a Company representative who shall be available to answer any questions relating to such proposed action or exercise and the date dates as of participation therein by which (i) the holders of the Common Shares Stock and/or the Preferred SharesStock of record will be entitled to receive any such rights, whichever warrants or distributions are to be determined, (ii) such Notice Event is expected to become effective and (iii) that Holders of record of Warrants shall be entitled to exchange or sell their shares of Preferred Stock issuable upon the earlierexercise of this Warrant for securities or other property, if any, deliverable upon such Notice Event. In addition, if the Company receives written notice that a purchase, tender or exchange offer has been made to the holders of more than 50% of the outstanding Common Stock and/or Preferred Stock, the Company shall give the Holder reasonable notice (but will not be required to give not more than 10 days notice) thereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other actionaction referred to above, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of the Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole)) to, to any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the shares of Common Shares Stock payable in shares of Common Shares Stock or to the effect a subdivision, combination or consolidation of the shares of Common Shares Stock (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier. In case the event set forth in Section 11(a)(ii) of this Agreement shall occur, then, the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. In case the Company, on or after the Distribution Date, shall propose to (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividenddividend at an annual rate not in excess of 125% of the annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the cash dividend paid on the Common Stock during such year), ; or (iib) to offer to the holders of its Preferred Shares rights Stock rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, ; or (iiic) to effect any reclassification of its the Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock, a change in the par value of such Preferred Stock or a change from par value to no par value), ; or (ivd) to directly or indirectly effect any consolidation or merger into or with, or to effect any sale sale, lease, exchange or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale sale, lease, exchange or other transfertransfer or disposition), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, ; or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purpose purposes of such stock dividend, distribution or distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13. The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which that shall specify the record date for the purpose of such stock dividend, dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or the or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a ---------- notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, combination or winding up consolidation is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger with or into or withany other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or ) of more transactions, of than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), ) in one or more transactions to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which action that shall specify the record date for the purpose of such stock dividend, dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or the or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the earlier of the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the or Preferred Shares; provided, whichever however, that neither the failure to give the notice required by this Section 25 nor any defect therein shall be affect the earlierlegality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If after the Distribution Date the Company shall propose proposes (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole), to any other PersonPerson or Persons other than the Company or one or more of its wholly owned Subsidiaries, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to the Rights Agent and each holder of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify specifies the record date for the purpose purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining the holders of the Preferred Shares for the purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, to effect any share exchange with or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If, after the Distribution Date, the ------------------------ Company shall propose proposes (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights rights, or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole), to any other PersonPerson or Persons other than the Company or one or more of its wholly owned Subsidiaries, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to each holder of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify specifies the record date for the purpose purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of or any class to the holders of its Preferred Shares Common Stock or to make any other distribution to the holders of its Preferred Shares Common Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares shares of the Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesCommon Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of more that 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole)) to, to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, sales transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of the Preferred Shares Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section ll(a)(ii).

Notice of Certain Events. In case the Company, on or after the Distribution Date, shall propose to (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic regular cash dividenddividend at an annual rate not in excess of: (x) 125% of the annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the regular cash dividend paid on the Common Stock during such year, or (y) in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared), ; or (iib) to offer to the holders of its Preferred Shares rights Stock rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, ; or (iiic) to effect any reclassification of its the Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock, a change in the par value of such Preferred Stock or a change from par value to no par value), ; or (ivd) to directly or indirectly effect any consolidation or merger into or with, or to effect any sale sale, lease, exchange or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale sale, lease, exchange or other transfertransfer or disposition), in one transaction or more a series of related transactions, of more than 50% or more of the property, assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, ; or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purpose purposes of such stock dividend, distribution or distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13. The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of shares of its Preferred Shares Stock or to make any other distribution to the holders of shares of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of shares of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), transaction set forth in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other PersonSection 13 hereof, (v) to effect affect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock of the Company payable in shares of Common Shares Stock of the Company or to effect a subdivision, combination or consolidation of the Common Shares Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock of the Company), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transaction, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock of the Company and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of shares of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of shares of the Common Shares Stock of the Company and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the earlier of the Distribution Date or the Shares Acquisition Date, propose (i) to pay any dividend payable in stock shares of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, combination or winding up consolidation is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. If, at any time prior to the expiration of this Warrant, (ai) In case the Company shall propose (i) to pay declare any dividend on the Common Stock of the Company payable in cash or shares of capital stock of any class to the holders of its Preferred Shares Company; or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) the Company shall authorize the issuance to offer to the all holders of its Preferred Shares rights shares of Common Stock of the Company of rights, options, or warrants to subscribe for or to purchase any additional Preferred Shares or shares of the capital stock of any class the Company or of any other securities, subscription rights or options, warrants; or (iii) the Company shall authorize the distribution to effect all holders of shares of Common Stock of the Company evidences of its indebtedness or assets; or (iv) the Board of Directors of the Company shall have approved any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or lease of all or substantially all of the assets of the Company or any reclassification or change of its Preferred the Shares issuable upon exercise of this Warrant (other than a reclassification involving only the change in par value or as a result of a subdivision of outstanding Preferred Sharesor combination), or a tender offer or exchange offer for Shares; or (ivv) to effect any consolidation the voluntary or merger into or withinvoluntary dissolution, liquidation, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power winding up of the Company and its Subsidiaries occurs; or (taken vi) the Company proposes to take any action that would require an adjustment in the number or kind of securities issuable upon exercise of this Warrant pursuant to this Section 6; then the Company shall cause to be given to the Holder, at least twenty (20) calendar days prior to the applicable record date specified, or promptly in the case of events for which there is no record date set by the Board of Directors therefor, a written notice stating (A) the date as a whole)of which the holders of record of shares of Common Stock of the Company to be entitled to receive any such dividends, rights, options, warrants, or distribution are to be determined, or (B) the initial expiration date set forth in any other Person, (v) to effect the liquidation, dissolution tender offer or winding up exchange offer for shares of Common Stock of the Company, or (viC) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which any such consolidation, merger, sale, lease, reclassification, change, dissolution, liquidation, or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such consolidation, merger, sale, transfer, liquidationlease, reclassification, change, dissolution, liquidation, or winding up is up; provided, however, that the failure to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if give any such date is to be fixed, and such notice shall be so given in not affect the case validity of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein taken by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlierCompany.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Sharesotherwise), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividendevent, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Shares Stock of the Company payable in shares of Common Shares Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Shares Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares Stock of the Company and/or the shares of Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Shares Stock of the Company and/or the shares of Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions that comply with Section 11(e)(ii) hereof), to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If, after the Distribution Date, the Company shall propose proposes (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Common Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Common Shares rights rights, options or warrants to subscribe for or to purchase any additional Preferred Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole), to any other PersonPerson or Persons other than the Company or one or more of its wholly owned Subsidiaries, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to the Rights Agent and to each holder of a Right Certificate, Certificate and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify specifies the record date for the purpose purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall propose ------------------------ at any time after the earlier of the Shares Acquisition Date and the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination or reclassification of the Common Shares), or (iib) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than pursuant to a merger or other acquisition agreement of the type described in Section 1.3(ii)(A)(z)), to any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Preferred Shares and/or the Preferred Common Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Preferred Shares and/or the Preferred Common Shares, whichever shall be the earlier. In case any event set forth in Section 11.1.2 or Section 13 shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11.1.2 and Section 13, and (ii) all references in this Section 24 to Preferred Shares shall be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Certain Events. In the event (each, a “Notice Event”): (a) In case the Company shall propose (i) authorizes the issuance to pay any dividend payable in stock of any class to the all holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class its capital stock, or any other securities, subscription rights or options, warrants; (iiib) the Company authorizes the distribution to effect all holders of Common Stock evidences of indebtedness or assets or other securities; (c) of any capital reorganization or reclassification of its Preferred Shares (Common Stock, other than a reclassification involving only subdivision or combination of the subdivision outstanding Common Stock and other than a change in par value of outstanding Preferred Shares)the Common Stock; (d) of any liquidation or merger to which the Company is a party and for which approval of any of the Company’s holders of Common Stock is required, (iv) to effect any other than a consolidation or merger into in which the Company is the continuing corporation and that does not result in any reclassification or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more change of the assets or earning power shares of Common Stock issuable upon the exercise of this Warrant; (e) of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution conveyance or winding up transfer of the Company’s properties and assets, substantially as an entirety; or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification Company’s voluntary or otherwise than by payment of dividends in Common Shares)involuntary dissolution, liquidation or winding-up; then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is cause to be fixed, and such notice shall be so given in the case of any action covered mailed by clause (i) or (ii) above at least 10 days prior certified mail to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other actionHolder, at least 10 days prior to the applicable record or effective date hereinafter specified, a notice stating the material terms relating to the exercise of the taking Warrants, the name, title and telephone number of a Company representative who shall be available to answer any questions relating to such proposed action or exercise and the date dates as of participation therein by which (i) the holders of the Common Shares and/or the Preferred SharesStock of record will be entitled to receive any such rights, whichever warrants or distributions are to be determined, (ii) such Notice Event is expected to become effective and (iii) that Holders of record of Warrants shall be entitled to exchange or sell their shares of Common Stock issuable upon the earlierexercise of this Warrant for securities or other property, if any, deliverable upon such Notice Event. In addition, if the Company receives written notice that a purchase, tender or exchange offer has been made to the holders of more than 50% of the outstanding Common Stock, the Company shall give the Holder reasonable notice (but will not be required to give not more than 10 days notice) thereof.

Notice of Certain Events. In case the Company, on or after the Distribution Date, shall propose to (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic regular cash dividenddividend at an annual rate not in excess of: (x) 125% of the annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the regular cash dividend paid on the Common Stock during such year, or (y) in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared), ; or (iib) to offer to the holders of its Preferred Shares rights Stock rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, ; or (iiic) to effect any reclassification of its the Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock, a change in the par value of such Preferred Stock or a change from par value to no par value), ; or (ivd) to directly or indirectly effect any consolidation or merger into or with, or to effect any sale sale, lease, exchange or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale sale, lease, exchange or other transfertransfer or disposition), in one transaction or more a series of related transactions, of more than 50% or more of the property, assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, ; or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purpose purposes of such stock dividend, distribution or distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter, but not prior to the Distribution Date, give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13. The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. If, at any time prior to the expiration of this Warrant: (ai) In case the Company shall propose (i) to pay declare any dividend in any form on the Common Stock of the Company, including dividends payable in stock cash or shares (or share equivalents) of any class to the holders of its Preferred Shares Company; or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) the Company shall authorize the issuance to offer to the all holders of its Preferred Shares rights Common Stock of the Company of rights, options, or warrants to subscribe for or to purchase any additional Preferred Shares or capital shares of stock the Company or of any class or any other securities, subscription rights or options, warrants; or (iii) the Company shall authorize the distribution to effect any reclassification all holders of Common Stock of the Company evidences of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), indebtedness or assets; or (iv) to effect the Board shall have approved any consolidation or merger into or withto which the Company is a party and for which approval of any stockholder of the Company is required, or to effect any sale or other transfer (lease of all or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more substantially all of the assets or earning power of the Company and its Subsidiaries (subsidiaries, taken as a whole, or any reclassification or change of the Common Stock issuable upon exercise of this Warrant (other than a change in par value or as a result of a subdivision or combination), to or a tender offer or exchange offer for Common Stock, or any compulsory exchange whereby Common Stock is converted into other Person, securities of the Company; or (v) to effect the voluntary dissolution, liquidation, dissolution or winding up of the Company occurs or the same is authorized by the Board; or (vi) the Company proposes to take any action that would require an adjustment in the number or kind of securities issuable upon exercise of this Warrant pursuant to this Section 4; then the Company shall cause to be given to the Holder, at least fifteen (15) calendar days prior to the applicable record date specified, or promptly in the case of events for which there is no record date set by the Board therefor, a written notice stating (A) the date as of which the holders of record of Common Stock of the Company to be entitled to receive any such dividends, rights, options, warrants, or distribution are to be determined, or (B) the initial expiration date set forth in any tender offer or exchange offer for Common Stock of the Company, or (viC) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which any such consolidation, merger, sale, lease, reclassification, change, dissolution, liquidation, or winding up is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares (or share equivalents) shall be entitled to exchange such shares (or share equivalents) for securities or other property, if any, deliverable upon such consolidation, merger, sale, transfer, liquidationlease, reclassification, change, dissolution, liquidation, or winding up is up; provided, however, that the failure to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if give any such date is to be fixed, and such notice shall be so given in not affect the case validity of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein taken by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlierCompany.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier. (b) In case any event described in Section 11(a)(ii) or Section 13 shall occur then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate (or if occurring prior to the Distribution Date, the holders of the Common Stock) in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) and Section 13 hereof. Section 26.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Share Acquisition Date propose (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Ordinary Shares payable in Common Ordinary Shares or to effect a subdivision, combination or consolidation of the Common Ordinary Shares (by reclassification or otherwise than by payment of dividends in Common Ordinary Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, combination or winding up consolidation is to take place and the date of participation therein by the holders of the Common Ordinary Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Ordinary Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, combination or winding up consolidation is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to authorize, declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such actionaction and, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose after the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly periodic cash dividend), or (iib) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall will at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall will specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall will be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall will be the earlier.

Notice of Certain Events. (a) In case 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), ; (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), ; (iv) to effect any consolidation or merger into or withwith any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power Earning Power of the Company and its Subsidiaries (taken as a whole), ) to any other Person, ; (v) to effect the liquidation, dissolution or winding winding-up of the Company, ; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the date of participation therein by the holders of the Common Shares and/or the or Preferred SharesShares or both, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the or Preferred SharesShares or both, whichever shall be the earlier.

Notice of Certain Events. If the Company proposes at any time (a) In case to declare any dividend or distribution upon the Company shall propose outstanding shares of the Class, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (ib) to pay any dividend payable in stock of any class offer for subscription or sale pro rata to the holders of its Preferred Shares or to make any other distribution to the holders outstanding shares of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase Class any additional Preferred Shares or shares of stock of any class or any series of the Company’s stock (other securities, rights or options, than pursuant to contractual pre-emptive rights); (iiic) to effect any reclassification reclassification, reorganization or recapitalization of its Preferred Shares the outstanding shares of the Class; (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (ivd) to effect any consolidation or merger into or with, an Acquisition or to effect any sale liquidate, dissolve or other transfer wind up; and (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (ve) to effect the liquidationCompany’s initial, dissolution or winding up underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Company, or Act (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares“IPO”), ; then, in connection with each such caseevent, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a Holder: (1) at least ten (10) days prior written notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the estimated date on which a record will be taken for such reclassificationdividend, consolidation, merger, sale, transfer, liquidation, dissolutiondistribution, or winding up is to take place subscription rights (and specifying the estimated date of participation therein by on which the holders of outstanding shares of the Common Shares and/or the Preferred SharesClass will be entitled thereto) or for determining rights to vote, if any such date is any, in respect of the matters referred to be fixed, in (c) and such notice shall be so given (d) above; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least 10 ten (10) days prior written notice of the estimated date when the same will take place (and specifying the estimated date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and (3)-with respect to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other actionIPO, at least 10 ten (10) days prior to the date written notice of the taking of such proposed action estimated date on which the Company proposes to file its registration statement in connection therewith. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlierreporting requirements.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case ase of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly dividend out of earnings on retained earnings of the Company at a rate not in excess of 125% of the rate of the last regular quarterly cash dividenddividend theretofore paid), or (ii) to offer to the holders of its Preferred Shares Stock options, rights or warrants to subscribe for or to purchase any additional Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock), or (iv) to effect any merger, consolidation or merger other combination into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Junior Preferred Shares Stock or to make any other distribution to the holders of its Junior Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Junior Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Junior Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Junior Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Junior Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the shares of any class or series of Common Shares Stock payable in the shares of any class or series of Common Shares Stock or to effect a subdivision, combination or consolidation of the shares of any class or series of Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible, and to the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, reclassification, subdivision, combination, consolidation or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Junior Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Junior Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Junior Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case If the Company shall on or after the Distribution Date, propose (ia) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend)Shares, (iib) to offer distribute to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iiic) to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (d) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (ive) to effect any consolidation or with, merger into or with or statutory share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken determined as provided in Section 14 herein) to, any other Person (other than the Company or a wholeWholly-Owned Subsidiary or Wholly-Owned Subsidiaries of the Company), to any other Person, (vf) to effect the liquidation, dissolution or winding up of the Company, Company or (vig) if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section 12(a)(ii) herein, to declare or pay any dividend or other distribution on the Common Shares payable in Common Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), ) then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of the Company, and record date for the purpose of for, such stock dividend, dividend or such distribution of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, winding up, subdivision or winding up combination is to take place and the date of participation therein by the holders of the Common Shares and/or of the Company or the Preferred Shares, or both, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b) or (iig) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares or of the Common Shares of the Company, as the case may be, for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares or Common Shares and/or of the Preferred SharesCompany, as the case may be, whichever shall be the earlier. If any of the events set forth in Section 12(a)(ii) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 28 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 12(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Junior Preferred Shares Stock or to make any other distribution to the holders of its Junior Preferred Shares Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Junior Preferred Shares Stock rights or warrants to subscribe for or to purchase any additional shares of Junior Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Junior Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Junior Preferred SharesStock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (viv) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or other distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, reclassification, subdivision, combination, consolidation or winding up is to take place and the date of participation therein by the holders of the Common Shares Stock and/or the Junior Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the Common Stock and/or Junior Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares Stock and/or the Junior Preferred SharesStock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, Person (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable available in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the event that the Company shall propose (i) to declare or pay any dividend payable in stock of on or make any class distribution with respect to the holders of its Preferred Common Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Common Shares or Preferred Shares options, rights or warrants to subscribe for or to purchase any additional Preferred Shares shares thereof or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Common Shares or Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Sharesshares), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, then and in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which that shall specify the record date for the purpose of such stock dividend, dividend or distribution of rights or warrantsdistribution, or the date on upon which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of record of the Common Shares and/or the or Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Common Shares or Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the or Preferred Shares, whichever date shall be the earlier. The failure to give the notice required by this Section 26 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. In case the Company, on or after the Distribution Date, shall propose to (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Stock or to make any other distribution to the holders of its Preferred Shares Stock (other than a regular quarterly periodic cash dividenddividend at an annual rate not in excess of: (x) 125% of the annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the cash dividend paid on the Common Stock during such year , or (y) in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared), ; or (iib) to offer to the holders of its Preferred Shares rights Stock rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options, ; or (iiic) to effect any reclassification of its the Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred SharesStock, a change in the par value of such Preferred Stock or a change from par value to no par value), ; or (ivd) to directly or indirectly effect any consolidation or merger into or with, or to effect any sale sale, lease, exchange or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale sale, lease, exchange or other transfertransfer or disposition), in one transaction or more a series of related transactions, of more than 50% or more of the property, assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, ; or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purpose purposes of such stock dividend, distribution or distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the Common Shares Stock and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13. The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case Brillian shall, at any time after the Company shall earlier of the Distribution Date or the Shares Acquisition Date, propose (i) to pay any dividend payable in stock shares of any class to the holders of its the Preferred Shares or to make any other distribution to the holders of its the Preferred Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person, (v) to effect the liquidation, dissolution or winding up of the CompanyBrillian, or (viv) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company Brillian shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, combination or winding up consolidation is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date and the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Shares Common Stock or to make any other distribution to the holders of its Preferred Shares Common Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Shares Common Stock rights or warrants to subscribe for or to purchase any additional Preferred Shares shares of Common Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Shares Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred SharesCommon Stock), (iv) to effect any consolidation or merger into with or withinto, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole)) to, to any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares Stock payable in Common Shares Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common SharesStock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purpose purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, . consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Shares Common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares and/or the Preferred SharesStock, whichever shall be the earlier.