Common use of Notice to Warrant Holders Clause in Contracts

Notice to Warrant Holders. In case the Company after the date hereof shall propose (I) to offer to the holders of Class A Voting Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (II) to effect any reclassification of the Class A Voting Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Class A Voting Common Stock) or any capital reorganization, or 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, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Transfer Agent and the Company, or the Transfer Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Class A Voting Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (i) above, at least ten (10) days prior to the record date for determining holders of the Class A Voting Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Class A Voting Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) above, at least twenty (20) days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Class A Voting Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section.

Notice to Warrant Holders. In case the Company after the date hereof shall propose (Ii) to offer to the holders of Class A Voting Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (IIii) to effect any reclassification of the Class A Voting Common Stock (other than a 9 reclassification involving merely the subdivision or combination of outstanding shares of Class A Voting Common Stock) or any capital reorganization, or 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, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Transfer Agent and the Company, or the Transfer Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Class A Voting Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (i) above, at least ten (10) days prior to the record date for determining holders of the Class A Voting Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Class A Voting Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) above, at least twenty (20) days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Class A Voting Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section.

Notice to Warrant Holders. Upon any adjustment as described in Section 15 hereof, the Company, within twenty days thereafter shall (a) cause to be filed with the Warrant Agent a certificate signed by a Company officer setting forth the details of such adjustment, the method of calculation and the facts upon which such calculation is based shall be conclusive evidence of the correctness of the matters set forth therein, and (b) cause written notice of such adjustments to be given to each Warrant Holder as of the record date applicable to such adjustment. In case the Company after the date hereof shall propose (I) to offer to the holders of Class A Voting Common Stock, generally, rights to subscribe to any reclassification or purchase any additional change of outstanding shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (II) to effect any reclassification Common Stock issuable upon exercise of the Class A Voting Common Stock Warrants (other than a reclassification involving merely the change in par value or from par value to no par value or from no par value to par value or as a result of a subdivision or combination of outstanding shares of Class A Voting Common Stock) or any capital reorganizationcombination), or in case of any consolidation or merger to of the Company with or into another corporation (other than a merger with a subsidiary of the Company in which merger the Company is the continuing corporation and which does not result in any reclassification or change of the then outstanding shares of Common Stock or other capital stock issuable upon exercise of the Warrants other than a party and for which approval change in par value or from par value to no par value or from no par value to par value) or in the case of any stockholders sale or conveyance to another corporation of the property of the Company is required, as an entirety or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Transfer Agent and the Company, or the Transfer Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders as a condition of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganizationchange, consolidation, merger, salesale or conveyance, transferthe Company, other disposition, liquidation, voluntary or involuntary dissolution such successor or winding-up shall take place or commencepurchasing corporation, as the case may be, shall make lawful and which adequate provision whereby each holder of a Warrant then outstanding shall also specify any record date for determination of holders of Class A Voting Common Stock entitled have the right thereafter to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon receive on exercise of Warrants which will be required as a result of such action. Such notice shall be filed Warrant the kind and mailed in the case of any action covered by clause (i) above, at least ten (10) days prior to the record date for determining holders of the Class A Voting Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders amount of shares of Class A Voting Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) above, at least twenty (20) days prior to the earlier of the date on which stock and other securities and property receivable upon such reclassification, reorganizationchange, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary sale or involuntary dissolution or winding-up is expected to become effective and conveyance by a holder of the date on which it is expected that holders number of shares of Class A Voting Common Stock issuable upon exercise of record on such date shall be entitled Warrant immediately prior to exchange their shares for securities or other property deliverable upon such reclassification, reorganizationchange, consolidation, merger, salesale or conveyance and the Company or its successors shall forthwith file at the corporate office of the Warrant Agent a statement setting forth such provisions signed by (1) its Chairman of the Board of Directors or Vice Chairman of such Board or President or a Vice President and (2) by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary evidencing such provisions. Such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 15 hereof. The above provisions of this Section 16 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, transfermergers, other dispositionsales or conveyances. Without limiting the obligation of the Company hereunder to provide such notice to each Warrant Holder, liquidation, voluntary or involuntary dissolution or winding-up. Failure failure of the Company to give any such notice or any defect therein shall not affect invalidate corporate action taken by the legality or validity of any transaction listed in this SectionCompany.

Notice to Warrant Holders. In case case: (a) the Company after shall take ------------------------- any action which would require an adjustment in the date hereof Exercise Price; or (b) the Company shall propose (I) to offer authorize the granting to the holders of Class A Voting its Common Stock, generally, Stock of rights or warrants to subscribe to for or purchase any additional shares of stock of any class or of its capital stock, any evidences of its indebtedness or assets, or any other rights or options and notice thereof shall be given to holders of Common Stock; or (IIc) to effect there shall be any capital reorganization or reclassification of the Class A Voting Common Stock (other than a reclassification involving merely the subdivision or combination of the outstanding shares Common Stock and other than a change in par value or from par value to no par value or from no par value to par value of Class A Voting the Common Stock) or any capital reorganization), or any consolidation or merger to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or any sale, sale or transfer of all or other disposition substantially all of its property and the assets substantially as an entirety, of the Company; or the liquidation, (d) there shall be a voluntary or involuntary dissolution dissolution, liquidation or winding-up of the Company, then, in each such case, ; then the Company shall file with cause to be given to the Transfer Agent and Holder at least 10 days prior to the Companyapplicable date hereinafter specified, or the Transfer Agent on its behalf, shall mail a notice stating (by first-class, postage prepaid maili) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record is to be taken for such offer the purpose of rights any distribution or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of grant to holders of Class A Voting Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (i) aboveStock, at least ten (10) days prior to the record date for determining holders of the Class A Voting Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Class A Voting Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause distribution or grant are to be determined or (ii) above, at least twenty (20) days prior to the earlier of the date on which such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up is expected to become effective effective, and the date on as of which it is expected that holders of shares of Class A Voting Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, reorganization, consolidation, merger, sale, transfer, other dispositiondissolution, liquidation, voluntary or involuntary dissolution liquidation or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed the proceedings described in clauses (a), (b), (c) or (d) of this Sectionparagraph. The notice requirements of this paragraph shall be deemed met if the Company notifies the Holder at the time and in the manner it shall notify the holders of its Common Stock.

Notice to Warrant Holders. In case the Company after the date hereof shall propose (I) to offer to the holders of Class A Voting Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (II) to effect any reclassification of the Class A Voting Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Class A Voting Common Stock) or any capital reorganization, or 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, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Transfer Agent and the Company, or the Transfer Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Class A Voting Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (i) above, at least ten (10) days prior to the record date for determining holders of the Class A Voting Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Class A Voting Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) above, at least twenty (20) days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Class A Voting Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section.

Notice to Warrant Holders. In case So long as this Warrant shall be ---------------------------- outstanding, (i) if the Company after shall pay any dividend or make any distribution upon its Common Stock, or (ii) if the date hereof Company shall propose (I) to offer to the holders of Class A Voting Common Stock, generally, rights to subscribe to Stock for subscription or purchase by them any additional shares of stock or securities of any class or any other rights, or (iii) if any capital reorganization of its the Company, reclassification of the capital stockstock of the Company, any evidences consolidation or merger of its indebtedness the Company with or assetsinto another corporation, or any other rights conveyance of all or options or (II) to effect any reclassification substantially all of the Class A Voting Common Stock (other than a reclassification involving merely assets of the subdivision or combination of outstanding shares of Class A Voting Common Stock) or any capital reorganizationCompany, or 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, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up liquidation of the CompanyCompany shall be effected, then, in each any such case, the Company shall file with cause to be delivered to the Transfer Agent and the Company, or the Transfer Agent on its behalf, shall mail (by first-class, postage prepaid mail) Holder pursuant to all registered holders Section 14 of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Class A Voting Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (i) above, at least ten (10) days prior to the record date for determining holders of the Class A Voting Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Class A Voting Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) aboveAgreement, at least twenty (20) days prior to the earlier date specified in (x) or (y) below, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (x) a record is to be taken for the purpose of such dividend, distribution or rights, or (y) such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up liquidation is expected to become effective take place and the date on date, if any is to be fixed, as of which it is expected that the holders of shares of Class A Voting Common Stock of record on such date shall be entitled to exchange their shares of Common Stock for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, saleconveyance, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-upliquidation. Failure Page 42 of 106 8. Certain Obligations of the Company. The Company agrees that it will ---------------------------------- not increase the par value of the shares of Warrant Stock issuable upon exercise of this Warrant above the prevailing and currently applicable Exercise Price hereunder, and that before taking any action that would cause an adjustment reducing the prevailing and current applicable Exercise Price hereunder below the then par value of the Warrant Stock at the time issuable upon exercise of this Warrant, the Company will take such corporate action, as in the opinion of its counsel, may be necessary in order that the Company may validly issue fully paid, nonassessable shares of such Warrant Stock. The Company will maintain an office or agency (which shall initially be the Company's principal office in Palm Desert, California) where presentations and demands to or upon the Company in respect of this Warrant may be made and will give any such notice or any defect therein shall not affect in writing to the legality or validity Holder pursuant to Section 14 of any transaction listed in this Sectionthe Agreement of each change of location thereof.

Notice to Warrant Holders. Upon any adjustment as described in Section 16 hereof, the Company, within twenty days thereafter shall (a) cause to be filed with the Warrant Agent a certificate signed by a Company officer setting forth the details of such adjustment, the method of calculation and the facts upon which such calculation is based shall be conclusive evidence of the correctness of the matters set forth therein, and (b) cause written notice of such adjustments to be given to each Warrant Holder as of the record date applicable to such adjustment. In case the Company after the date hereof shall propose (I) to offer to the holders of Class A Voting Common Stock, generally, rights to subscribe to any reclassification or purchase any additional change of outstanding shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (II) to effect any reclassification Common Stock issuable upon exercise of the Class A Voting Common Stock Warrants (other than a reclassification involving merely the change in par value or from par value to no par value or from no par value to par value or as a result of a subdivision or combination of outstanding shares of Class A Voting Common Stock) or any capital reorganizationcombination), or in case of any consolidation or merger to of the Company with or into another corporation (other than a merger with a subsidiary of the Company in which merger the Company is the continuing corporation and which does not result in any reclassification or change of the then outstanding shares of Common Stock or other capital stock issuable upon exercise of the Warrants other than a party and for which approval change in par value or from par value to no par value or from no par value to par value) or in the case of any stockholders sale or conveyance to another corporation of the property of the Company is required, as an entirety or any sale, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Transfer Agent and the Company, or the Transfer Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders as a condition of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganizationchange, consolidation, merger, salesale or conveyance, transferthe Company, other disposition, liquidation, voluntary or involuntary dissolution such successor or winding-up shall take place or commencepurchasing corporation, as the case may be, shall make lawful and which adequate provision whereby each holder of a Warrant then outstanding shall also specify any record date for determination of holders of Class A Voting Common Stock entitled have the right thereafter to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon receive on exercise of Warrants which will be required as a result of such action. Such notice shall be filed Warrant the kind and mailed in the case of any action covered by clause (i) above, at least ten (10) days prior to the record date for determining holders of the Class A Voting Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders amount of shares of Class A Voting Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) above, at least twenty (20) days prior to the earlier of the date on which stock and other securities and property receivable upon such reclassification, reorganizationchange, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary sale or involuntary dissolution or winding-up is expected to become effective and conveyance by a holder of the date on which it is expected that holders number of shares of Class A Voting Common Stock issuable upon exercise of record on such date shall be entitled Warrant immediately prior to exchange their shares for securities or other property deliverable upon such reclassification, reorganizationchange, consolidation, merger, salesale or conveyance and the Company or its successors shall forthwith file at the corporate office of the Warrant Agent a statement setting forth such provisions signed by (1) its Chairman of the Board of Directors or Vice Chairman of such Board or President or a Vice President and (2) by its Treasurer or an Assistant Treasurer or its Secretary or an Assistant Secretary evidencing such provisions. Such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 16 hereof. The above provisions of this Section 17 shall similarly apply to successive reclassifications and changes of shares of Common Stock and to successive consolidations, transfermergers, other dispositionsales or conveyances. Without limiting the obligation of the Company hereunder to provide such notice to each Warrant Holder, liquidation, voluntary or involuntary dissolution or winding-up. Failure failure of the Company to give any such notice or any defect therein shall not affect invalidate corporate action taken by the legality or validity of any transaction listed in this SectionCompany.

Notice to Warrant Holders. In case the Company after the date hereof shall propose (Ii) to offer to the holders of Class A Voting Common Stock, generally, rights to subscribe to or purchase any additional shares of any class of its capital stock, any evidences of its indebtedness or assets, or any other rights or options or (IIii) to effect any reclassification of the Class A Voting Common Stock (other than a reclassification involving merely the subdivision or combination of outstanding shares of Class A Voting Common Stock) or any capital reorganization, or 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, transfer or other disposition of its property and assets substantially as an entirety, or the liquidation, voluntary or involuntary dissolution or winding-up of the Company, then, in each such case, the Company shall file with the Transfer Agent and the Company, or the Transfer Agent on its behalf, shall mail (by first-class, postage prepaid mail) to all registered holders of the Warrant Certificates notice of such proposed action, which notice shall specify the date on which the books of the Company shall close or a record be taken for such offer of rights or options, or the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up shall take place or commence, as the case may be, and which shall also specify any record date for determination of holders of Class A Voting Common Stock entitled to vote thereon or participate therein and shall set forth such facts with respect thereto as shall be reasonably necessary to indicate any adjustments in the Exercise Price and the number or kind of shares or other securities purchasable upon exercise of Warrants which will be required as a result of such action. Such notice shall be filed and mailed in the case of any action covered by clause (i) above, at least ten (10) days prior to the record date for determining holders of the Class A Voting Common Stock for purposes of such action or, if a record is not to be taken, the date as of which the holders of shares of Class A Voting Common Stock of record are to be entitled to such offering; and, in the case of any action covered by clause (ii) above, at least twenty (20) days prior to the earlier of the date on which such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up is expected to become effective and the date on which it is expected that holders of shares of Class A Voting Common Stock of record on such date shall be entitled to exchange their shares for securities or other property deliverable upon such reclassification, reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, voluntary or involuntary dissolution or winding-up. Failure to give any such notice or any defect therein shall not affect the legality or validity of any transaction listed in this Section.