Common use of Notice to Holders Prior to Certain Actions Clause in Contracts

Notice to Holders Prior to Certain Actions. In case of any: (a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 or Section 14.11; (b) Merger Event; or (c) voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Significant Subsidiaries; then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and each Holder to be notified, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Significant Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company or one of its Significant Subsidiaries, or (ii) the date on which such Merger Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding-up. Notice shall be deemed to have been given on the date of such mailing or electronic delivery. Whenever notice is required to be given pursuant to this Section 14.10, such notice may be given by the Trustee on the Company’s behalf upon request of the Company. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Significant Subsidiaries, Merger Event, dissolution, liquidation or winding-up. Section 14.11.

Notice to Holders Prior to Certain Actions. In case of any: (a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 [Adjustment of Conversion Rate] or Section 14.1114.11 [Stockholder Rights Plans]; (b) Merger Share Exchange Event; or (c) voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Significant Subsidiaries; then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and each Holder to be notifieddelivered to each Holder, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Significant Subsidiaries or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record are to be determined for the purposes of such action by the Company or one of its Significant Subsidiaries, or (ii) the date on which such Merger Share Exchange Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their Class A Common Stock for securities or other property deliverable upon such Merger Share Exchange Event, dissolution, liquidation or winding-up. Notice shall be deemed to have been given on the date of such mailing or electronic delivery. Whenever notice is required to be given pursuant to this Section 14.10, such notice may be given by the Trustee on the Company’s behalf upon request of the Company. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Significant Subsidiaries, Merger Share Exchange Event, dissolution, liquidation or winding-up. Section 14.11.

Notice to Holders Prior to Certain Actions. In case of any: (a) action by case, the Company shall declare a dividend (or one of any other distribution) on its Subsidiaries Common Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 14.04 or Section 14.11; (b) Merger Event13.05; or the Company shall authorize the granting to the holders of all or substantially all of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; or of any reclassification or reorganization of the Common Stock of the Company (c) other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company or any of its significant subsidiaries; or of the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company or any of its Significant Subsidiariessignificant subsidiaries; then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be mailed to each Holder to be notifiedof Securities at such Xxxxxx's address appearing on the list of Securityholders provided for in Section 3.05 of this Indenture, as promptly as possible practicable but in any event at least 20 15 days prior to the applicable date hereinafter specified, a notice stating (ix) the date on which a record is to be taken for the purpose of such action by the Company dividend, distribution or one of its Significant Subsidiaries rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined for the purposes of such action by the Company or one of its Significant Subsidiariesdetermined, or (iiy) the date on which such Merger Eventreclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Eventreclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-winding up. Notice shall be deemed to have been given on the date of such mailing or electronic delivery. Whenever notice is required to be given pursuant to this Section 14.10, such notice may be given by the Trustee on the Company’s behalf upon request of the Company. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Significant Subsidiariesdividend, Merger Eventdistribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-winding up. Section 14.11This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Notice to Holders Prior to Certain Actions. In case of any: (a) action by the Company makes any distribution or one of its Subsidiaries dividend that would require an adjustment in the Conversion Rate Price pursuant to Section 14.04 or Section 14.11; 11.5 hereof, (b) Merger Event; the Company takes any action that would require a supplemental indenture pursuant to Section 11.6 hereof or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Significant Subsidiaries; then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture)Company, the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be mailed to each Holder to be notified, of Notes as promptly as possible but in any event at least 20 15 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record date is to be taken for the purpose of such action by the Company dividend, distribution, rights, options or one of its Significant Subsidiaries warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined for the purposes of such action by the Company or one of its Significant Subsidiaries, or (ii) the date on which such Merger Eventreclassification, change, consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, occur and the date as of which it is expected that holders of record of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Eventreclassification, change, consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding-up. Notice shall be deemed to have been given on Neither the date of such mailing or electronic delivery. Whenever notice is required to be given pursuant to this Section 14.10, such notice may be given by the Trustee on the Company’s behalf upon request of the Company. Failure failure to give such notice, or notice nor any defect therein, therein shall not affect the legality or validity of such action by the Company or one proceedings referenced in clauses (a) through (c) of its Significant Subsidiaries, Merger Event, dissolution, liquidation or winding-up. this Section 14.1111.11.

Notice to Holders Prior to Certain Actions. In case of anycase: (a) action by the Company shall declare a dividend (or one of any other distribution) on its Subsidiaries Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 14.04 10.04; or Section 14.11; (b) Merger Eventthe Company shall authorize the granting to all of the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants; (c) of any reclassification of Common Stock (other than a subdivision or combination of the outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (cd) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Significant Subsidiaries; then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture)Company, the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and each Holder to be notified, as promptly as possible but in any event mailed to each Noteholder at his address appearing on the Note Register at least 20 10 days prior to before the applicable date hereinafter specifiedspecified in clause (x) or (y) below, as the case may be, a notice stating (ix) the date on which a record is to be taken for the purpose of such action by the Company dividend, distribution or one of its Significant Subsidiaries rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined for the purposes of such action by the Company or one of its Significant Subsidiariesdetermined, or (iiy) the date on which such Merger Eventreclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange convert their Common Stock for securities or other property deliverable upon such Merger Eventreclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Notice shall be deemed to have been given on the date of such mailing or electronic delivery. Whenever notice is required to be given pursuant to this Section 14.10, such notice may be given by the Trustee on the Company’s behalf upon request of the Company. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Significant Subsidiariesdividend, Merger Eventdistribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding-up. Section 14.11.10.08

Notice to Holders Prior to Certain Actions. In case of any: (a) action by the Company or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 14.04 or Section 14.11; (b) Merger EventSpecified Transaction; or (c) voluntary or involuntary dissolution, liquidation or winding-up of the Company or any of its Significant Subsidiaries; then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture), the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be sent to each Holder to be notifiedat its address appearing on the Note Register, as promptly as possible but in any event at least 20 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such action by the Company or one of its Significant Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock of record are to be determined for the purposes of such action by the Company or one of its Significant Subsidiaries, or (ii) the date on which such Merger EventSpecified Transaction, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger EventSpecified Transaction, dissolution, liquidation or winding-up. Notice shall be deemed to have been given on the date of such mailing or electronic delivery. Whenever notice is required to be given pursuant to this Section 14.10, such notice may be given by the Trustee on the Company’s behalf upon request of the Company. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such action by the Company or one of its Significant Subsidiaries, Merger EventSpecified Transaction, dissolution, liquidation or winding-up. Section 14.11.76

Notice to Holders Prior to Certain Actions. In case of any: (a) action by the Company makes any distribution or one of its Subsidiaries dividend that would require an adjustment in the Conversion Rate Price pursuant to Section 14.04 or Section 14.11; 11.5 hereof, (b) Merger Event; the Company takes any action that would require a supplemental indenture pursuant to Section 11.6 hereof or (c) of the voluntary or involuntary dissolution, liquidation liquidating or winding-up of the Company or any of its Significant Subsidiaries; then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Indenture)Company, the Company shall cause to be filed with the Trustee and the Conversion Agent (if other than the Trustee) and to be mailed to each Holder to be notified, of Notes as promptly as possible but in any event at least 20 15 days prior to the applicable date hereinafter specified, a notice stating (i) the date on which a record date is to be taken for the purpose of such action by the Company dividend, distribution, rights, options or one of its Significant Subsidiaries warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock stock of record to be entitled to such dividend, distribution, rights, options or warrants are to be determined for the purposes of such action by the Company or one of its Significant Subsidiaries, or (ii) the date on which such Merger Eventreclassification, change, consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, occur and the date as of which it is expected that holders of record of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such Merger Eventreclassification, change, consolidation, merger, sale, conveyance, transfer, dissolution, liquidation or winding-up. Notice shall be deemed to have been given on Neither the date of such mailing or electronic delivery. Whenever notice is required to be given pursuant to this Section 14.10, such notice may be given by the Trustee on the Company’s behalf upon request of the Company. Failure failure to give such notice, or notice nor any defect therein, therein shall not affect the legality or validity of such action by the Company or one proceedings referenced in clauses (a) through (c) of its Significant Subsidiaries, Merger Event, dissolution, liquidation or winding-up. this Section 14.1111.11.