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, (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 or (c) any action taken by the Company which would require an adjustment pursuant to Section 4 hereof, the Company shall mail to each Holder of a Warrant in accordance with the provisions of Section 11.2 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 or distribution, and the amount and character of such dividend or distribution and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer or disposition 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 or disposition 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.

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 extraordinary dividend or distributiondistribution (other than cash dividends representing a dividend payment on an annualized basis of not more than 8% of the Company's market capitalization at the time of such dividend) 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 action taken by voluntary or involuntary dissolution, liquidation or winding-up of the Company which would require an adjustment pursuant to Section 4 hereofCompany, the Company shall mail to each Warrant Holder of a Warrant in accordance with the provisions of Section 11.2 14 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 dividend, distribution or distributionright, and the amount and character of such dividend dividend, distribution or distribution right and (ii) the date or expected date on which any such reorganization, reclassification, recapitalization, consolidation, merger, transfer transfer, disposition, dissolution, liquidation or disposition winding-up 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 transfer, disposition, dissolution, liquidation or disposition winding-up 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. No defect in any such notice, and or failure to make such notice, shall describe affect the material terms validity 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 Warrantcorporate action as aforesaid.