Common use of Notices of Corporate Actions Clause in Contracts

Notices of Corporate Actions. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or distribution, or any right to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other Person or any transfer or other disposition of all or substantially all the assets of the Company to another Person, (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, (d) any amendment of the Certificate of Incorporation of the Company, (e) any registration or public offering of Common Stock or (f) any action taken by the Company which could in any way dilute the Common Stock for which this Warrant is exercisable, the Company shall mail to each Holder of a Warrant in accordance with the provisions of Section 14.3 hereof a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up or other event is to take place, the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or Other Property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up or other event and a description in reasonable detail of the transaction. Such notice shall be mailed to the extent practicable under the circumstances as determined in the reasonable judgment of an officer of the Company at least fifteen (15) days prior to the date therein specified, and shall describe the material terms of the matter in question. In the event that the Company at any time sends any other notice to the holders of its Common Stock, it shall concurrently send a copy of such notice to each Holder of a Warrant.

Appears in 3 contracts

Samples: Corecomm LTD /De/, Corecomm LTD /De/, Corecomm LTD /De/

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Notices of Corporate Actions. In the event of: (a) any taking by the Company of a record of the holders of any class of securities the Common Stock for the purpose of determining the holders thereof who are entitled to receive any dividend or distribution, or any right to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other Person or any transfer or other disposition of all or substantially all the assets of the Company to another Person, ; (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, or (d) any amendment of the Certificate of Incorporation of the Company, (e) any registration or public offering of Common Stock or (f) any action taken by the Company which could in any way dilute the Common Stock for which this Warrant is exercisable, the Company shall mail to each Warrant Holder of a Warrant in accordance with the provisions of Section 14.3 12 hereof a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, liquidation or winding-up or other event is to take place, the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or Other Property other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, liquidation or winding-up or other event and a description in reasonable detail of the transaction. Such notice shall be mailed to the extent practicable under the circumstances as determined in the reasonable judgment of an officer of the Company at least fifteen thirty (1530), but not more than ninety (90) days prior to the date therein specified, and shall describe the material terms of the matter in question. In the event that the Company at any time sends any other notice to the holders of its Common Stock, it shall concurrently send a copy of such notice to each Holder of a WarrantWarrant Holder.

Appears in 2 contracts

Samples: Warrant Agreement (Western Micro Technology Inc /De), Warrant Agreement (Western Micro Technology Inc /De)

Notices of Corporate Actions. In the event of: (ai) any taking by the Company Issuer of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or distribution, or any right to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities, (bii) any capital reorganization of the CompanyIssuer, any reclassification or recapitalization of the capital stock of the Company Issuer or any consolidation or merger involving the Company Issuer and any other Person or any transfer or other disposition of all or substantially all the assets of the Company Issuer to another Person, (ciii) any voluntary or involuntary dissolution, liquidation or winding-up of the CompanyIssuer, (div) any amendment of the Certificate of Incorporation of the Company, Issuer or (ev) any registration or public offering of Common Stock or (f) any action taken by the Company which could in any way dilute the Common Stock for which this Warrant is exercisableStock, the Company Issuer shall mail to each the Holder of a Warrant in accordance with the provisions of Section 14.3 12 hereof a notice specifying (iA) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right and (iiB) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up up, amendment or other event offering is to take placeplace or become effective, the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or Other Property other property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, liquidation or winding-up or other event and a description in reasonable detail of the transaction. Such notice shall be mailed to the extent practicable under the circumstances as determined in the reasonable judgment of an officer of the Company at least fifteen thirty (1530), but not more than ninety (90) days prior to the date therein specified, and shall describe the material terms of the matter in question. In the event that the Company Issuer at any time sends any other notice to the holders of its Common Stock, it shall concurrently send a copy of such notice to each the Holder of a this Warrant.

Appears in 1 contract

Samples: Purchase Agreement (Jarden Corp)

Notices of Corporate Actions. In the event of: of (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or distribution, or any right to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other Person or any transfer or other disposition of all or substantially all the assets of the Company to another Person, (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, (d) any amendment of the Certificate of Incorporation of the Company, (e) any registration or public offering of Common Stock or (f) any action taken by the Company which could in any way dilute the Common Stock for which this Warrant is exercisable, the Company shall mail to each Holder of a Warrant in accordance with the provisions of Section 14.3 hereof a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right and (ii) the date or expected date on which any such reorganizationreorganiza tion, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up or other event is to take place, the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or Other Property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up or other event and a description in reasonable detail of the transaction. Such notice shall be mailed to the extent practicable under the circumstances as determined in the reasonable judgment of an officer of the Company at least fifteen (15) days prior to the date therein specified, and shall describe the material terms of the matter in question. In the event that the Company at any time sends any other notice to the holders of its Common Stock, it shall concurrently send a copy of such notice to each Holder of a Warrant.

Appears in 1 contract

Samples: Execution Version (Corecomm LTD /De/)

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Notices of Corporate Actions. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or distribution, or any right to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other Person or any transfer or other disposition of all or substantially all the assets of the Company to another Person, (c) any voluntary or involuntary dissolution, liquidation or winding-winding- up of the Company, (d) any amendment of the Certificate of Incorporation of the Company, (e) any registration or public offering of Common Stock or (f) any action taken by the Company which could in any way dilute the Common Stock for which this Warrant is exercisable, the Company shall mail to each Holder of a Warrant in accordance with the provisions of Section 14.3 hereof a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up or other event is to take place, the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or Other Property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up or other event and a description in reasonable detail of the transaction. Such notice shall be mailed to the extent practicable under the circumstances as determined in the reasonable judgment of an officer of the Company at least fifteen (15) days prior to the date therein specified, and shall describe the material terms of the matter in question. In the event that the Company at any time sends any other notice to the holders of its Common Stock, it shall concurrently send a copy of such notice to each Holder of a Warrant.

Appears in 1 contract

Samples: Corecomm LTD /De/

Notices of Corporate Actions. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or distribution, or any right to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities, (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger involving the Company and any other Person or any transfer or other disposition of all or substantially all the assets of the Company to another Person, Person or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, (d) any amendment of the Certificate of Incorporation of the Company, (e) any registration or public offering of Common Stock or (f) any action taken by the Company which could in any way dilute the Common Stock for which this Warrant is exercisable, the Company shall mail to each Holder of a Warrant in accordance with the provisions of Section 14.3 hereof a notice specifying (i) the date or expected date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up or other event is to take place, the time, if any such time is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for the securities or Other Property deliverable upon such reorganization, reclassification, recapitalization, consolidation, merger, transfer, disposition, dissolution, liquidation, winding-up or other event and a description in reasonable detail of the transaction. Such notice shall be mailed to the extent practicable under the circumstances as determined in the reasonable judgment of an officer of the Company at least fifteen (15) days prior to the date therein specified, and shall describe the material terms tesms of the matter in question. In the event that the Company at any time sends any other notice to the holders of its Common Stock, it shall concurrently send a copy of such notice to each Holder of a Warrant.

Appears in 1 contract

Samples: Corecomm LTD /De/

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