Common use of Notice of Record Date Clause in Contracts

Notice of Record Date. In the event (i) the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of Series A Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security, (ii) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, then, and in each such case, the Corporation will send or cause to be sent to the holders of Series A Preferred Stock a notice specifying, as the case may be, (x) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (y) the effective date on which such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of Series A Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to Series A Preferred Stock and Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

Appears in 3 contracts

Samples: Investment and Transaction Agreement (Id Systems Inc), Investment and Transaction Agreement (Id Systems Inc), Investment and Transaction Agreement (Id Systems Inc)

AutoNDA by SimpleDocs

Notice of Record Date. In the event (ia) the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of Series the Class A Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security, (iib) of any proposed capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event Event, or (iiic) of the any proposed voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, then, and in each such case, the Corporation will send or cause to be sent to the holders of Series the Class A Preferred Stock a notice specifying, as the case may be, (xi) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (yii) the effective date on which such reorganization, reclassification, Deemed Liquidation Eventconsolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of Series the Class A Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, Deemed Liquidation Eventconsolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to Series the Class A Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) 30 days prior to the record date or effective date for the event specified in such notice.

Appears in 2 contracts

Samples: Registration Rights Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP)

Notice of Record Date. In the event (i) that the Corporation Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion exercise of Series A Preferred Stockthis Warrant) for the purpose of (i) entitling or enabling them to receive any dividend or other distribution, or (ii) to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, securities or to receive any other security, or (iiiii) of any capital reorganization of the Corporation, Company or any reclassification of the Common Stock of the CorporationStock, or any Deemed Liquidation Event or (iiiv) of the voluntary or involuntary dissolution, liquidation or winding-up of the CorporationCompany, then, and in each such case, the Corporation Company will send or cause to be sent to the holders Holder of Series A Preferred Stock this Warrant a notice specifying, as the case may be, (x) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (y) the effective date on which such reorganization, reclassification, Deemed Liquidation Eventliquidation, dissolution, liquidation dissolution or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion exercise of Series A Preferred Stockthis Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon any such reorganization, reclassification, Deemed Liquidation Event, dissolution, liquidation transaction or winding-upevent, and the amount per share and character of such exchange applicable to Series A Preferred Stock this Warrant and the Common Stock. Such notice shall be sent at least ten (10) 10 days prior to the record date or effective date for the event specified in such notice.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Stock Purchase Agreement (Pacific Mercantile Bancorp)

Notice of Record Date. In the event event: (ia) the Corporation LLC shall take a record of the holders of its Common Stock Shares (or other capital stock shares or securities at the time issuable upon conversion of Series A the Preferred StockShares) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security, ; (iib) of any capital reorganization of the CorporationLLC, any reclassification of the Common Stock of the CorporationShares, or any Deemed Liquidation Event Event; or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the CorporationLLC, then, and in each such case, the Corporation LLC will send or cause to be sent to the holders of Series A the Preferred Stock Shares a notice specifying, as the case may be, (xi) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (yii) the effective date on which such reorganization, reclassification, Deemed Liquidation Eventconsolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock Shares (or such other capital stock shares or securities at the time issuable upon the conversion of Series A the Preferred StockShares) shall be entitled to exchange their shares of Common Stock Shares (or such other capital stock shares or securities) for securities or other property deliverable upon such reorganization, reclassification, Deemed Liquidation Eventconsolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to Series A the Preferred Stock Shares and the Common StockShares. Such notice shall be sent at least ten (10) 10 days prior to the record date or effective date for the event specified in such notice.

Appears in 2 contracts

Samples: Operating Agreement (Day One Biopharmaceuticals Holding Co LLC), Operating Agreement (Day One Biopharmaceuticals Holding Co LLC)

AutoNDA by SimpleDocs

Notice of Record Date. In case: the event (i) the Corporation Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable receivable upon conversion the exercise of Series A Preferred Stockthis Warrant) for the purpose of entitling or enabling them to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security, (ii) right; of any capital reorganization of the CorporationCompany, any reclassification of the Common Stock capital stock of the CorporationCompany, any consolidation with or merger of the Company into another corporation, or any Deemed Liquidation Event conveyance of all or (iii) substantially all of the assets of the Company to another corporation; or of any voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, Company; then, and in each such case, the Corporation Company will send mail or cause to be sent mailed to the holders of Series A Preferred Stock Holder hereof at the time outstanding a notice specifying, as the case may be, (xi) the date on which a record date is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (yii) the effective date on which such reorganization, reclassification, Deemed Liquidation Eventconsolidation, merger, conveyance, dissolution, liquidation or winding-up is proposed to take place, and the time, if any any, is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable receivable upon the conversion exercise of Series A Preferred Stockthis Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, Deemed Liquidation Eventconsolidation, dissolutionmerger, liquidation conveyance, dissolution or winding-up, and the amount per share and character of such exchange applicable to Series A Preferred Stock and Common Stock. Such notice shall be sent mailed at least ten thirty (1030) days prior to the record date therein specified, or effective if no record date for shall have been specified therein, at least thirty (30) days prior to such specified date, provided, however, failure to provide any such notice shall not affect the event specified in validity of such noticetransaction.

Appears in 1 contract

Samples: Iceweb Inc

Notice of Record Date. In the event (ia) the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of Series A the Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security, ; (iib) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event Event; or (iiic) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, then, and in each such case, the Corporation will send or cause to be sent to the holders of Series A the Preferred Stock a notice specifying, as the case may be, (xi) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (yii) the effective date on which such reorganization, reclassification, Deemed Liquidation Eventconsolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of Series A the Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, Deemed Liquidation Eventconsolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to Series A the Preferred Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

Appears in 1 contract

Samples: Stock Purchase Agreement (Energy Exploration Technologies, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.