Other Notices. In case at any time: (i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; (ii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 2 contracts
Sources: Warrant Agreement (Vantage Health), Warrant Agreement (Vantage Health)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Capital Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings or earned surplus) to the holders of the Common Capital Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Capital Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Capital Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Capital Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Capital Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Capital Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Capital Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 20 days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings proceeding referred to in clauses CLAUSES (iI), (iiII), (iii) III), and (ivIV) above.
Appears in 2 contracts
Sources: Stock Purchase Warrant (Santa Fe Energy Trust), Stock Purchase Warrant (Texoil Inc /Nv/)
Other Notices. In case at any time:
time (i) the Company shall declare pays any dividend dividends payable in stock upon the its Common Stock payable in or makes any distributions (other than regular cash dividends) to the holders of its Common Stock; (ii) the Company offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or make any other distribution rights; (including dividends iii) there is a capital reorganization or distributions payable in cash out of retained earnings) to the holders reclassification of the Common Stock;
(ii) there shall be any capital reorganization Stock of the Company, or reclassification of the Common Stock, or a consolidation or merger of the Company with or intowith, or a share exchange in which the Common Stock of the Company is being acquired by, or a sale or lease of all or substantially all of its assets to, another corporation or entity; or
or (iiiiv) there shall be is a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such caseany one or more of these cases, the Company shall give cause to be mailed to the holder Holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be is taken for determining the holders of Common Stock entitled to receive any such dividend, distributiondistribution or subscription rights, or subscription rights or for determining (ii) the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-winding up and (b) shall take place. The notice also shall specify the date as of which the holders of the Common Stock of record shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, salelease, dissolution, liquidation, or winding-winding up, as the case may be. Such The notice shall be given at least 30 twenty (20) days prior to the closing of the transaction in question and not less than twenty (20) days prior to the record date or the date on which the Company’s 's transfer books are closed in with respect theretoto the transaction. Failure to give any such notice the notice, or any defect therein in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the proceedings referred to in clauses (i)notice. On the date of the dissolution, (ii)liquidation or winding up of the Company, (iii) if it actually occurs, this Warrant and (iv) aboveall rights existing under this Warrant shall terminate.
Appears in 2 contracts
Sources: Warrant Agreement (Americasbank Corp), Warrant Agreement (Americasbank Corp)
Other Notices. In case at any time:: --------------
(iI) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(iiII) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(III) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or
(iiiIV) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 2 contracts
Sources: Warrant Agreement (World Golf League Inc), Warrant Agreement (Pediatric Prosthetics Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock; ARTL SUBSCRIPTION AGREEMENT
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iiiii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 2 contracts
Sources: Subscription Agreement, Subscription Agreement (Artelo Biosciences, Inc.)
Other Notices. In case If at any time:
(i) 3.5.1 the Company shall declare any cash dividend upon its Common Stock;
3.5.2 the Company shall declare any dividend upon the its Common Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock;
(ii) 3.5.3 there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; orRestructuring;
(iii) 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
3.5.5 there shall be an initial public offering of Company securities; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, overnight courier or facsimile, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least fifteen (15) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation or liquidation, winding-upup or public offering, at least fifteen (15) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that if any response on the part of the Holder is otherwise required, the Holder shall make its best efforts to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saleRestructuring, dissolution, liquidation, or winding-upup or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 2 contracts
Sources: Spectrum Acquisition Consulting Agreement (Clearwire Corp), Advisory Services Agreement (Clearwire Corp)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all, substantially all or substantially all a material portion of its assets to, another corporation Company or entity; or
(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder Holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 ten (10) business days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii) and (iii) above; provided that if notice is not given in accordance with this Section 4(i), the Company will use its best efforts to insure that the Holder of this Warrant shall nevertheless receive the same rights and benefits received by other holders of securities of the Company from the proceedings referred to in clauses (i), (iiiii) and (iviii) above, unless the Holder of this Warrant chooses not to receive such rights and benefits.
Appears in 2 contracts
Sources: Secured Credit Facility and Warrant Purchase Agreement (Environmental Tectonics Corp), Secured Credit Facility and Warrant Purchase Agreement (Environmental Tectonics Corp)
Other Notices. In case at any time:
If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock payable in of rights or warrants to subscribe for or purchase any shares of capital stock of any class or make of any other distribution rights, (including dividends or distributions payable in cash out D) the approval of retained earnings) to the holders any stockholders of the Common Stock;
(ii) there Corporation shall be required in connection with any capital reorganization of the Company, or reclassification of the Common Stock, or any consolidation or merger of to which the Company with Corporation is a party, any sale or into, or sale transfer of all or substantially all its of the assets toof the Corporation, another corporation or entity; or
any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (iiiE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the Company; affairs of the Corporation, then, in each such case, the Company Corporation shall give cause to be filed at each office or agency maintained for the purpose of conversion of this Series D Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 20 calendar days prior to the holder of this Warrant applicable record or effective date hereinafter specified, a notice stating (ax) notice of the date on which the books of the Company shall close or a record shall is to be taken for determining the holders purpose of Common Stock entitled to receive any such dividend, distribution, or subscription redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to vote in respect of any such reorganizationdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or winding-up and (b) in the case of any other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation or winding-up, notice of provided that the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled failure to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the proceedings referred corporate action required to be specified in clauses (i), (ii), (iii) and (iv) abovesuch notice.
Appears in 2 contracts
Sources: Underwriting Agreement (Spero Therapeutics, Inc.), Placement Agent Agreement (Cascadian Therapeutics, Inc.)
Other Notices. In case If at any time:
(i1) the Company shall declare any cash dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock;
(ii2) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or other business entity; or
(iii3) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights dividend or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least ten (10) days’ prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 2 contracts
Sources: Warrant Agreement (Mti Technology Corp), Warrant Agreement (Mti Technology Corp)
Other Notices. In case If at any time:
(i1) the Company shall declare any cash dividend upon the its Series A Preferred Stock (or Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockissuable upon conversion thereof);
(ii2) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company; or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entity; orPerson;
(iii3) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
(4) there shall be an IPO; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice of 0 f the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights dividend or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled thereto. Such Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Series A Preferred Stock (or Common Stock issuable upon conversion thereof) shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Series A Preferred Stock (or Common Stock issuable upon conversion thereof) for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 2 contracts
Sources: Warrant Agreement (Ultragenyx Pharmaceutical Inc.), Warrant Agreement (Ultragenyx Pharmaceutical Inc.)
Other Notices. In case at any time:
(ia) the Company shall declare any dividend upon the Common Stock Shares payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company’s past practices with respect to declaring dividends and making distributions) to the holders of the Common StockShares;
(iib) the Company shall offer for subscription pro rata to the holders of the Common Shares any additional shares of stock of any class or other rights;
(c) there shall be any capital reorganization of the Company, or reclassification of the Common StockShares, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (ai) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock Shares entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock Shares entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (ia), (iib), (iiic) and (ivd) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder hereof.
Appears in 2 contracts
Sources: Warrant Agreement (Clearpoint Business Resources, Inc), Warrant Agreement (Clearpoint Business Resources, Inc)
Other Notices. In case at any time:
(iI) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(iiII) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all, substantially all or substantially all a material portion of its assets to, another corporation Company or entity; or
(iiiIII) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 ten (10) business days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii) and (iii) above; provided that if notice is not given in accordance with this Section 4(i), the Company will use its best efforts to insure that the holder of this Warrant shall nevertheless receive the same rights and benefits received by other holders of securities of the Company from the proceedings referred to in clauses (i), (iiiii) and (iviii) above, unless the holder of this Warrant chooses not to receive such rights and benefits.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (Pacificap Entertainment Holdings Inc)
Other Notices. In case If at any time:: -------------
(ia) the Company shall declare any cash dividend upon its Common Stock;
(b) the Company shall declare any dividend upon the its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockrights;
(iid) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company; or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entity; orcorporation.
(iiie) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
(f) there shall be an initial public offering of the Company's securities; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least thirty (30) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least thirty (30) days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof; and provided further that the Company shall be required to give prior written notice at least fifteen (15) days in advance of any action contemplated by Sections 5 (a) - (c) above. Such Any notice given in accordance with the foregoing sentence shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:: -------------
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) 196 when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Pledge and Security Agreement (Webb Interactive Services Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company’s past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (aA) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (bB) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder hereof.
Appears in 1 contract
Sources: Warrant Agreement (Qsound Labs Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all, substantially all or substantially all a material portion of its assets to, another corporation Company or entity; or
(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 ten (10) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii) and (iii) above; provided that if notice is not given in accordance with this Section 4(i), the Company will use its best efforts to insure that the holder of this Warrant shall nevertheless receive the same rights and benefits received by other holders of securities of the Company from the proceedings referred to in clauses (i), (iiiii) and (iviii) above, unless the holder of this Warrant chooses not to receive such rights and benefits.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (aA) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (bB) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 fifteen (15) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder hereof.
Appears in 1 contract
Sources: Warrant Agreement (P Com Inc)
Other Notices. In case at any time:
(ia) the Company Corporation shall declare any dividend upon offer for subscription pro rata to the holders of its Convertible Preferred Stock or Common Stock payable in any additional shares of stock of any class or make any other distribution rights;
(including dividends or distributions payable in cash out of retained earningsb) the Corporation shall offer for subscription pro rata to the holders of the its Convertible Preferred Stock or Common StockStock any additional shares of stock of any class or other rights;
(iic) there shall be any capital reorganization of the Companyreorganization, or reclassification of the Common Stockcapital stock of the Corporation, or consolidation or merger of the Company with or intoCorporation with, or sale of all or substantially all of its assets to, another corporation or entitycorporation; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the CompanyCorporation; then, in each such caseany one or more of said cases, the Company Corporation shall give to the holder of this Warrant Warrantholder, (ai) at least 20 days prior written notice of the date on which the books of the Company Corporation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up winding up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, winding up ,at least 20 days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Convertible Preferred Stock or Common Stock shall be entitled thereto, and such notice in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Convertible Preferred Stock or Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Convertible Preferred Stock or Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-winding up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Warrant (Security Associates International Inc)
Other Notices. In case at any time:
If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock payable in of rights or warrants to subscribe for or purchase any shares of capital stock of any class or make of any other distribution rights, (including dividends or distributions payable in cash out D) the approval of retained earnings) to the holders any stockholders of the Common Stock;
(ii) there Corporation shall be required in connection with any capital reorganization of the Company, or reclassification of the Common Stock, or any consolidation or merger of to which the Company with Corporation is a party, any sale or into, or sale transfer of all or substantially all its of the assets toof the Corporation, another corporation or entity; or
any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (iiiE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the Company; affairs of the Corporation, then, in each such case, the Company Corporation shall give cause to be filed at each office or agency maintained for the purpose of conversion of this Series E Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 20 calendar days prior to the holder of this Warrant applicable record or effective date hereinafter specified, a notice stating (ax) notice of the date on which the books of the Company shall close or a record shall is to be taken for determining the holders purpose of Common Stock entitled to receive any such dividend, distribution, or subscription redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to vote in respect of any such reorganizationdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or winding-up and (b) in the case of any other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation or winding-up, notice of provided that the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled failure to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the proceedings referred corporate action required to be specified in clauses (i), (ii), (iii) and (iv) abovesuch notice.
Appears in 1 contract
Sources: Underwriting Agreement (Cascadian Therapeutics, Inc.)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Sources: Warrant Agreement (Lumenon Innovative Lightwave Technology Inc)
Other Notices. In case at any time:
(iA) the Company Issuer shall declare make any dividend upon distributions to the holders of Common Stock; or
(B) the Issuer shall authorize the granting to all holders of its Common Stock payable in of rights to subscribe for or purchase any shares of stock Capital Stock of any class or make other rights; or
(C) there shall be any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders reclassification of the Common Stock;Capital Stock of the Issuer; or
(iiD) there shall be any capital reorganization of by the Company, or reclassification of the Common Stock, or Issuer; or
(E) there shall be any (i) consolidation or merger of involving the Company with Issuer or into(ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another corporation merger, sale, transfer or entityother disposition involving a wholly-owned Subsidiary); or
(iiiF) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in each of such casecases, the Company Issuer shall give written notice to the holder of this Warrant (a) notice Holder of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, notice of as the date (orcase may be, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice also shall also specify the date on as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or effective date for the date on which the Company’s books are closed event specified in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) abovenotice.
Appears in 1 contract
Sources: Warrant Agreement (Axm Pharma Inc)
Other Notices. In case at any time:
(iA) the Company Issuer shall declare make any dividend upon distributions to the holders of Common Stock; or
(B) the Issuer shall authorize the granting to all holders of its Common Stock payable in of rights to subscribe for or purchase any shares of stock Capital Stock of any class or make other rights; or
(C) there shall be any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders reclassification of the Common Stock;Capital Stock of the Issuer; or
(iiD) there shall be any capital reorganization of by the Company, or reclassification of the Common Stock, or Issuer; or
(E) there shall be any (i) consolidation or merger of involving the Company with Issuer or into(ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another corporation merger, sale, transfer or entityother disposition involving a wholly-owned Subsidiary); or
(iiiF) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in each of such casecases, the Company Issuer shall give written notice to the holder of this Warrant (a) notice Holder of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, notice of as the date (orcase may be, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice also shall also specify the date on as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or effective date for the date on which the Company’s books are closed event specified in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) abovenotice.
Appears in 1 contract
Sources: Warrant Agreement (Axm Pharma Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substantially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationreclassification, consolidation, merger, sale, dissolution, liquidationliquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case If at any time:
: (ia) the Company shall declare any cash dividend upon its Common Shares; (b) the Company shall declare any dividend upon the its Common Stock Shares payable in shares of stock of any class securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution to Holder of its Common Shares; (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation corporation; or entity; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of Holder as shown on the books of the Company, (ai) at least 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Holder shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their his Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If Holder does not exercise this Warrant prior to the record date or the date on which the Company’s books are closed occurrence of an event described above, except as provided in respect thereto. Failure to give any such notice or any defect therein Sections 9.1 and 9.4, then Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Common Shares in clauses (i), (ii), (iii) and (iv) abovesuch event.
Appears in 1 contract
Sources: Warrant Agreement (Runcorp Inc)
Other Notices. In case at any time:
If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock payable in of rights or warrants to subscribe for or purchase any shares of capital stock of any class or make of any other distribution rights, (including dividends or distributions payable in cash out D) the approval of retained earnings) to the holders any stockholders of the Common Stock;
(ii) there Corporation shall be required in connection with any capital reorganization of the Company, or reclassification of the Common Stock, or any consolidation or merger to which the Corporation is a party, any Liquidation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) consent of the Company with Holders of Series B Preferred Stock is required pursuant to Section 4(c) or intoSection 4(d), or sale of all or substantially all its assets to, another corporation or entity; or
(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company Corporation shall give cause to be filed at each office or agency maintained for the purpose of conversion of the shares of Series B Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least ten (10) calendar days prior to the holder of this Warrant applicable record or effective date hereinafter specified, a notice stating (ax) notice of the date on which the books of the Company shall close or a record shall is to be taken for determining the holders purpose of Common Stock entitled to receive any such dividend, distribution, or subscription redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to vote in respect of any such reorganizationdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, dissolutiontransfer, liquidation Liquidation or winding-up share exchange is expected to become effective or close, and (b) in the case date as of any which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation or winding-up, notice of provided that the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled failure to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the proceedings referred corporate action required to be specified in clauses (i), (ii), (iii) and (iv) abovesuch notice.
Appears in 1 contract
Sources: Securities Purchase and Exchange Agreement (Interpace Biosciences, Inc.)
Other Notices. In case If at any time:
(iA) the Company shall declare any cash dividend upon its Common Stock;
(B) the Company shall declare any dividend upon the its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(C) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockrights;
(iiD) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company; or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, to another corporation or entity; orcorporation;
(iiiE) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
(F) there shall be an initial public offering of Company securities; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least 15 days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights,-the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, sale dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Sources: Securities Purchase Agreement (Airnet Communications Corp)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(iia) there shall be any capital reorganization of the Companyreorganization, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or intocontinuing corporation and no change occurs in the Company's Common Stock), or sale of all or substantially all of its assets to, another corporation or entity; orcorporation;
(iiib) there shall be a voluntary or involuntary dissolution, liquidation liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or
(c) the Company shall declare any non-cash dividend on its Common Stock; then, in each such caseany one or more of said cases, the Company shall give written notice, addressed to the holder Holder at the address of this Warrant (a) notice of such Holder as shown on the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividendRegister, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or winding-other action or dividend, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, or the date of such dividend, as the case may be. Such notice shall be given mailed to the Holder at least 30 twenty days prior to the record date for such action in the case of any action described in Subsection (a) or Subsection (c) above, and in the case of any action described in Subsection (b) above, at least twenty days prior to the date on which the Company’s books are closed action described is to take place and at least twenty days prior to the record date for determining holders of Common Stock entitled to receive securities and/or other property in respect theretoconnection with such action. Failure to give As soon as practicable following any such notice or any defect therein shall not affect the validity adjustment of the proceedings referred to in clauses Applicable Warrant Price and/or the number of shares of Common Stock purchasable upon exercise of this Warrant, a certificate, signed by (i)) the Company's President or Chief Financial Officer, or (ii)) any independent firm of certified public accountants, (iii) or investment banking firm, in either case of recognized national standing, which the Company selects at its own expense, setting forth in reasonable detail the events requiring the adjustment and (iv) abovethe method by which such adjustment was calculated, shall be mailed to the Holder and shall specify the adjusted Applicable Warrant Price and/or the number of shares of Common Stock purchasable upon exercise of the Warrant after giving effect to the adjustment.
Appears in 1 contract
Sources: Warrant Agreement (Careinsite Inc)
Other Notices. In case at any time:
(i) the Company shall declare pay any dividend dividends payable in stock upon the its Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in other than regular cash out of retained earningsdividends) to the holders of the its Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class by other rights;
(iii) there shall be any capital reorganization of the Companyreorganization, redemption, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entitycorporation; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; . then, in each any one or more of such casecases, the Company shall give to written notice in the holder of this Warrant manner set forth in sub-section (ae) notice of the date on which (A) the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights rights, or for determining the holders of Common Stock entitled to vote in respect of any (B) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganizationredemption, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-winding up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution, or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, redemption, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding up, as the case may be. Such notice shall be given and published at least 30 10 days prior to the action in question and not less than 10 days prior to the record date or the date on which the Company’s transfer books are closed in respect thereto. Failure to give any such notice notice, or any defect therein therein, shall not affect the legality or validity of any of the proceedings referred to matters set forth in clauses the foregoing sub-sections (i) to (iv), (ii), (iii) and (iv) aboveboth inclusive.
Appears in 1 contract
Sources: Warrant Agreement (Franklin Financial Network Inc.)
Other Notices. In case at any time:
(i) : the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) ; the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iii) or there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of the Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of the Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of the Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 ten (10) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its shares of Common Stock or Series A Preferred Stock;
(b) the Company shall declare any dividend upon the its shares of Common Stock or Series A Preferred Stock payable in securities (other than a dividend payable solely in shares of stock of any class Common Stock or Series A Preferred Stock) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its shares of Common Stock or Series A Preferred Stock;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to EZ(or his transferee) at his address set forth above or otherwise designated by him (or his transferee), (i) at least 15 days' prior written notice of the holder date on which the books of this Warrant the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (aii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of shares of Common Stock or Series A Preferred Stock shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of Common Stock or Series A Preferred Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If EZ (or its transferee) does not exercise its Options prior to the record date occurrence of an event described above, except as provided in Sections 2.1 and 2.4, EZ (or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein its transferee) shall not affect be entitled to receive the validity benefits accruing to existing holders of shares of Common Stock or Series A Preferred Stock, as the proceedings referred to case may be, in clauses (i), (ii), (iii) and (iv) abovesuch event.
Appears in 1 contract
Sources: Option Agreement (Digital Lava Inc)
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its shares of Common Stock or Series A Preferred Stock;
(b) the Company shall declare any dividend upon the its shares of Common Stock or Series A Preferred Stock payable in securities (other than a dividend payable solely in shares of stock of any class Common Stock or Series A Preferred Stock) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its shares of Common Stock or Series A Preferred Stock;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to ▇▇▇▇▇▇ (or his transferee) at his address set forth above or otherwise designated by him (or his transferee), (i) at least 15 days' prior written notice of the holder date on which the books of this Warrant the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (aii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of shares of Common Stock or Series A Preferred Stock shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of Common Stock or Series A Preferred Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If ▇▇▇▇▇▇ (or his transferee) does not exercise his Options prior to the record date occurrence of an event described above, except as provided in Sections 2.1 and 2.4, ▇▇▇▇▇▇ (or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein his transferee) shall not affect be entitled to receive the validity benefits accruing to existing holders of shares of Common Stock or Series A Preferred Stock, as the proceedings referred to case may be, in clauses (i), (ii), (iii) and (iv) abovesuch event.
Appears in 1 contract
Sources: Option Agreement (Digital Lava Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 fifteen (15) business days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 seventy-five (75) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (iI), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Sources: Warrant Agreement (Hearx LTD)
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock;
(iia) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company; or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or other business entity; or
(iiib) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; ;
(c) then, in each such caseany one or more of said cases and in accordance with Section 7, the Company shall give to the holder of this Warrant (ai) at least twenty (20) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights dividend or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least twenty (20) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, 7 sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidationliqui-dation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (Infotopia Inc)
Other Notices. In case at any time:
(i) : the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) ; the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iii) or there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of the Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of the Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of the Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Sources: Warrant Agreement (Lifepoint Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, distribution or subscription rights or to exchange their Common Stock for stock or other securities or property (including cash) deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (THCG Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or or. sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the 9 Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the bolder of this Warrant.
Appears in 1 contract
Sources: Securities Purchase Agreement (Us Data Authority Inc)
Other Notices. In case at any time:: -------------
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 fifteen (15) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:: -------------
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the 118 holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
If: (iA) the Company Corporation shall declare any a dividend upon the Common Stock payable in shares of stock of any class (or make any other distribution in whatever form) on the Common Stock, (including dividends B) the Corporation shall declare a special nonrecurring cash dividend on or distributions payable in cash out of retained earnings) to the holders a redemption of the Common Stock;
, (iiC) there the approval of any stockholders of the Corporation shall be required in connection with any capital reorganization of the Company, or reclassification of the Common Stock, or any consolidation or merger of to which the Company with Corporation is a party, any sale or into, or sale transfer of all or substantially all its of the assets toof the Corporation, another corporation or entity; or
any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (iiiD) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the Company; affairs of the Corporation, then, in each such case, the Company Corporation shall give cause to be filed at each office or agency maintained for the purpose of conversion of this Series X Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 10 calendar days prior to the holder of this Warrant applicable record or effective date hereinafter specified, a notice stating (ax) notice of the date on which the books of the Company shall close or a record shall is to be taken for determining the holders purpose of Common Stock entitled to receive any such dividend, distribution, or subscription redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to vote in respect of any such reorganizationdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or winding-up and (b) in the case of any other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation or winding-up, notice of provided that the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled failure to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the proceedings referred corporate action required to be specified in clauses (i), (ii), (iii) and (iv) abovesuch notice.
Appears in 1 contract
Sources: 3(a)(9) Exchange Agreement (Cidara Therapeutics, Inc.)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Placement Agency Agreement (Fastcomm Communications Corp)
Other Notices. In case cases at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) there shall be any capital reorganization of the Companyreorganization, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with another corporation (other than a subsidiary of the Company in which the Company is the surviving or intocontinuing corporation and no change occurs in the Company's Common Stock), or sale of all or substantially all of its assets to, another corporation or entity; orcorporation;
(iiiii) there shall be a voluntary or involuntary dissolution, liquidation liquidation, bankruptcy, assignment for the benefit of creditors, or winding up of the Company; or
(iii) the Company shall declare any non-cash dividend on its Common Stock; then, in each such caseany one or more of said cases, the Company shall give written notice to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice Client of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up or winding-other action or dividend, as the case may be, shall take place. Such notice shall also specify (or, if not then known, reasonably approximate) the date as of which the clients of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation merger, sale, dissolution, liquidation, bankruptcy, assignment for the benefit of creditors, winding up, or other action, or the date of such dividend, as the case may be. Such notice shall be given mailed to the Client at least 30 five days prior to the record date for such action in the case of any action described in Subsection (i) or Subsection (ii) above, and in the case of any action described in Subsection (ii) above, at least five days prior to the date on which the Company’s books are closed action described is to take place and at least five days prior to the record date for determining clients of Common Stock entitled to receive securities and/or other property in respect thereto. Failure to give any connection with such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) aboveaction.
Appears in 1 contract
Sources: Warrant Agreement (Advancepcs)
Other Notices. In case at any time:: -------------
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date date, if known, on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder Investor of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the Investor.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization reorganiza tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationre classification, consolidation, merger, sale, dissolution, liquidationliqui dation, or winding-up, as the case may be. Such notice shall be given at least 30 seventy-five (75) days prior to the record date or the date on which the Company’s =s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its Units;
(b) the Company shall declare any dividend upon the Common Stock its Units payable in shares of stock of any class securities (other than a dividend payable solely in Units) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockits Units;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Units shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Units shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Units for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If the Holder of the Warrant does not exercise this Warrant prior to the record date or occurrence of an event described above, except as provided in Sections 10.1 and 10.5, the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Units in clauses (i), (ii), (iii) and (iv) abovesuch event.
Appears in 1 contract
Sources: Warrant Agreement (Digital Lava Inc)
Other Notices. In case at any timetime after November 26, 2003 and prior to the Time of Expiry:
(i) the Company Issuer shall declare any dividend upon the its Common Stock Shares payable in Common Shares;
(ii) the Issuer shall offer for subscription pro rata to the holders of its Common Shares any additional shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockrights;
(iiiii) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of the Issuer, or consolidation consolidation, amalgamation or merger of the Company with or intoIssuer with, or sale of all or substantially all of its assets to, another corporation or entitycorporation; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; Issuer, then, in each any one or more of such casecases, the Company Issuer shall give to the holder of this Warrant Holder (aA) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record date shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (bB) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 10 days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice in accordance with the foregoing clause (A) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Shares shall be entitled thereto, and such notice in accordance with the foregoing clause (B) shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case If at any time:: -------------
(ia) the Company shall declare any cash dividend upon its Preferred stock;
(b) the Company shall declare any dividend upon the Common its Preferred Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common its Preferred Stock;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entity; orcorporation;
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
(e) the Company shall take or propose to take any other action, notice of which is actually provided to holders of the Preferred Stock; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 10 day's prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, or other action and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, at least 10 day's written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Preferred Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Preferred Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, or other action as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its Common Stock;
(b) the Company shall declare any dividend upon the its Common Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger capital stock of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; orCompany;
(iiid) there shall be any Change of Control Transaction (as defined in the Note and Warrant Purchase Agreement, dated March 18, 2004, by and among the Company and the other parties thereto (the “Purchase Agreement”));
(e) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
(f) there shall be any Qualified Offering (as defined in the Purchase Agreement); then, in each such caseany one or more of said cases, the Company shall give to the holder Purchaser, by any of this Warrant the methods of notice as described in Section 4, (ax) at least 10 days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, saleChange of Control Transaction, dissolution, liquidation or winding-up up, and (by) in the case of any such reorganization, reclassification, consolidation, merger, saleChange of Control Transaction, dissolution, liquidation or liquidation, winding-upup or Qualified Offering, at least 10 days’ prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Purchaser shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof; and provided further that the Company shall be required to give prior written notice at least 10 days in advance of any action contemplated by clauses (a), (b) and (f) above. Such Any notice given in accordance with the foregoing sentence shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Warrant Shares shall be entitled thereto. Any notice given in accordance with the foregoing clause (y) shall also specify the date on which the holders of Common Stock Warrant Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Warrant Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saleChange of Control Transaction, dissolution, liquidation, or winding-up, conversion or Qualified Offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case If at any time:
(i) the Company shall declare any cash dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common its Stock;
(ii) the Company shall declare any dividend upon its Stock payable in stock (other than a dividend payable solely in shares of Stock) or make any special dividend or other distribution to the holders of its Stock;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 30 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger or sale, and (iii) in the case of any such reorganization, reclassification, consolidation; merger, sale, dissolution, liquidation or winding-up and up, at least 30 days' written notice of the date when the same shall take place. Any notice given in accordance with clause (bi) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Stock shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Stock shall be entitled to exchange their Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior Notwithstanding anything herein to the record date or contrary, if and to the date on which extent the Company’s books are closed in respect thereto. Failure Holder chooses to give any such notice or any defect therein shall not affect exercise this Warrant within the validity ten-day period following receipt of the proceedings referred to notice specified in clauses (i), clause (ii), (iii) and (iv) above, the Holder may elect to pay the aggregate Stock Purchase Price by delivering to the Company cash or a cashier's check in the amount of the aggregate par value of the shares of Stock to be purchased.
Appears in 1 contract
Other Notices. In case If at any time:
(i1) the Company shall declare any cash dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock;
(ii2) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or other business entity; or
(iii3) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights dividend or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least ten (10) days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:: -------------
(i) the Company Corporation shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Corporation shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the CompanyCorporation, or reclassification of the Common Stock, or consolidation or merger of the Company Corporation with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyCorporation; then, in each such case, the Company Corporation shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company Corporation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s Corporation's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Securities Purchase Agreement (Webb Interactive Services Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all, substantially all or substantially all a material portion of its assets to, another corporation Company or entity; or
(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 ten (10) business days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii) and (iii) above; provided that if notice is not given in accordance with this Section 4(i), the Company will use its best efforts to insure that the holder of this Warrant shall nevertheless receive the same rights and benefits received by other holders of securities of the Company from the proceedings referred to in clauses (i), (iiiii) and (iviii) above., unless the holder of this Warrant chooses not to receive such rights and benefits..
Appears in 1 contract
Other Notices. In case at any time:
(i) : i the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) ; ii the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; iii there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iii) or iv there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of the Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of the Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of the Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their shares of the Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto, but in no circumstance prior to the information being publicly disclosed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Sources: Warrant Agreement (Lifepoint Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company’s past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of or the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Sources: Warrant Agreement (Microvision Inc)
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its Common Shares;
(b) the Company shall declare any dividend upon the its Common Stock Shares payable in shares of stock of any class securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common StockShares;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding- up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Common Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If the Holder of the Warrant does not exercise this Warrant prior to the record date or occurrence of an event described above, except as provided in Sections 9.1 and 9.5, the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Common Shares in clauses (i), (ii), (iii) and (iv) abovesuch event.
Appears in 1 contract
Sources: Warrant Agreement (Digital Lava Inc)
Other Notices. In case If at any time:: -------------
(ia) the Company shall declare any cash dividend upon its Common Stock;
(b) the Company shall declare any dividend upon the its Common Stock payable in stock or make any special dividend or other distribution to the holders of its Common Stock;
(c) the Company shall offer for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockrights;
(iid) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company; or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entity; orcorporation.
(iiie) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
(f) there shall be an initial public offering of the Company's securities; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least thirty (30) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-upup or public offering, at least thirty (30) days' prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder -------- shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof; and provided further that the Company shall be -------- required to give prior written notice at least fifteen (15) days in advance of any action contemplated by Sections 5 (a) - (c) above. Such Any notice given in accordance with the foregoing sentence shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:: (q)
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(i) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (ii) (iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
or (iiiiv) (v) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; (vi) (vii) then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 seventy-five (75) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.. (viii)
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or or. sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the bolder of this Warrant.
Appears in 1 contract
Sources: Securities Purchase Agreement (Ab Financial Services LLC)
Other Notices. In case If at any time:
(ia) the Company shall propose to declare any cash dividend upon its Stock;
(b) the Common Stock payable in shares of stock of any class Company shall propose to declare or make any dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common its Stock, whether in cash, property or other securities;
(iic) there the Company shall be propose to effect any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company or any consolidation or merger of the Company with or intointo another corporation in which the holders of Common Stock would receive any consideration for their shares of Common Stock, or sale any sale, lease or conveyance of all or substantially all its of the assets to, another corporation or entityof the Company; or
(iiid) there the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the holder Holder at the address of this Warrant the Holder listed on the signature page hereto, (ai) at least 15 business days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up, at least 30 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify Upon the date on which occurrence of an event described in clause (c), the holders of Common Stock Holder shall be entitled thereafter to receive such dividendupon exercise of this Warrant, distributionas and when exercised, or subscription rights or to exchange their Common Stock for the kind and amount of shares of stock or other securities or property assets which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised in full immediately prior to such event (assuming the entire amount of this Warrant was fully exercisable at such time); and in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions with respect to changes in and adjustments of the Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, or other securities or assets, thereafter deliverable upon such reorganizationthe exercise of this Warrant. The Company will not effect any of the transactions described in clause (c) above unless, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which consummation thereof, each person (other than the Company’s books are closed in respect thereto. Failure ) that may be required to give deliver any cash, stock, securities or other assets upon the exercise of this Warrant as provided herein shall assume, by written instrument delivered to, and reasonably satisfactory to, the Holder, (x) the obligations of the Company under this Warrant (and if the Company shall survive the consummation of any such notice or any defect therein transaction, such assumption shall be in addition to, and shall not affect release the validity Company from, any continuing obligations of the proceedings referred to in clauses (i), (ii), (iiiCompany under this Warrant) and (ivy) abovethe obligation to deliver to the Holder such cash, stock, securities or other assets as such holder may be entitled to receive in accordance with the provisions of this Section 4. The provisions of this Section 4.4 shall similarly apply to successive transactions.
Appears in 1 contract
Other Notices. In case If at any time:: -------------
(ia) the Company shall declare any cash dividend upon its Common Shares;
(b) the Company shall declare any dividend upon the its Common Stock Shares payable in shares of stock of any class securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common StockShares;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 E-154 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Common Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If the Holder of the Warrant does not exercise this Warrant prior to the record date or occurrence of an event described above, except as provided in Sections 10.1 and 10.4, the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein ---------------------- Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Common Shares in clauses (i), (ii), (iii) and (iv) abovesuch event.
Appears in 1 contract
Other Notices. In case at any time:
If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock payable in of rights or warrants to subscribe for or purchase any shares of capital stock of any class or make of any other distribution rights, (including dividends or distributions payable in cash out D) the approval of retained earnings) to the holders any shareholders of the Common Stock;
(ii) there Corporation shall be required in connection with any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoany consolidation, or merger, or other business combination to which the Corporation is a party, any sale or transfer of all or substantially all its of the assets toof the Corporation, another corporation or entity; or
any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (iiiE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation liquidation, or winding up of the Company; affairs of the Corporation, then, in each such case, the Company Corporation shall give cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 10 calendar days prior to the holder of this Warrant applicable record or effective date hereinafter specified, a notice stating (ax) notice of the date on which the books of the Company shall close or a record shall is to be taken for determining the holders purpose of Common Stock entitled to receive any such dividend, distribution, or subscription redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to vote in respect of any such reorganizationdividend, distributions, redemption, rights, or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, other business combination, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or winding-up and (b) in the case of any other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, mergerbusiness combination, sale, dissolutiontransfer or share exchange, liquidation, or winding-up, as provided that the case may be. Such notice shall be given at least 30 days prior failure to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the proceedings referred corporate action required to be specified in clauses (i), (ii), (iii) and (iv) abovesuch notice.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substantially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationreclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Stock Purchase Agreement (Crystal International Travel Group, Inc.)
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its Preferred Stock;
(b) the Company shall declare any dividend upon the Common its Preferred Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common its Preferred Stock;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entity; or;
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
(e) the Company shall take or propose to take any other action, written notice of which is actually provided to all of the holders of the Preferred Stock; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (ai) the same written notice as is provided to the holders of Preferred Stock of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, or other action and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, the same written notice as is provided to the holders of Preferred Stock of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Preferred Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Preferred Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, or other action as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
time (i) the Company shall declare pays any dividend dividends payable in stock upon the its Common Stock payable in or makes any distributions (other than regular cash dividends) to the holders of its Common Stock; (ii) the Company offers for subscription pro rata to the holders of its Common Stock any additional shares of stock of any class or make any other distribution rights; (including dividends iii) there is a capital reorganization or distributions payable in cash out of retained earnings) to the holders reclassification of the Common Stock;
(ii) there shall be any capital reorganization Stock of the Company, or reclassification of the Common Stock, or a consolidation or merger of the Company with or intowith, or a share exchange in which the Common Stock of the company is being acquired by, or a sale or lease of all or substantially all of its assets to, another corporation or entity; or
or (iiiiv) there shall be is a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such caseany one or more of these cases, the Company shall give cause to be mailed to the holder Holder of this Warrant (a) notice of the date on which (i) the books of the Company shall close or a record shall be is taken for determining the holders of Common Stock entitled to receive any such dividend, distributiondistribution or subscription rights, or subscription rights or for determining (ii) the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, share exchange, sale, lease, dissolution, liquidation liquidation, or winding-winding up and (b) shall take place. The notice also shall specify the date as of which the holders of the Common Stock of record shall participate in dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon the case of any such reorganization, reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, salelease, dissolution, liquidation, or winding-winding up, as the case may be. Such The notice shall be given at least 30 ten (10) days prior to the closing of the transaction in question and not less than ten (10) days prior to the record date or the date on which the Company’s 's transfer books are closed in with respect theretoto the transaction. Failure to give any such notice the notice, or any defect therein in the notice, shall not affect the legality or validity of any transaction covered or to be covered in the proceedings referred to in clauses (i)notice. On the date of the dissolution, (ii)liquidation or winding up of the Company, (iii) if it actually occurs, this Warrant and (iv) aboveall rights existing under this Warrant shall terminate.
Appears in 1 contract
Sources: Warrant Agreement (Cn Bancorp Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substantially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder Holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationreclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such The Company shall use commercially reasonable efforts to give such notice shall be given at least 30 days prior as soon as practicable as to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case If at any time:
(i) 3.5.1 the Company shall declare any cash dividend upon its Common Stock;
3.5.2 the Company shall declare any dividend upon the its Common Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock;
(ii) 3.5.3 there shall be any capital reorganization Restructuring or Change of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all its assets to, another corporation or entity; orControl;
(iii) 3.5.4 there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; or
3.5.5 there shall be an initial public offering of securities of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least ten (10) days prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganizationRestructuring, reclassification, consolidation, merger, saleChange of Control, dissolution, liquidation or winding-up up, and (b) in the case of any such reorganizationRestructuring, reclassification, consolidation, merger, saleChange of Control, dissolution, liquidation or liquidation, winding-upup or public offering, at least ten (10) days prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; PROVIDED, HOWEVER, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganizationRestructuring, reclassification, consolidation, merger, saleChange of Control, dissolution, liquidation, or winding-upup or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Tunes Com Inc)
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its Common Shares;
(b) the Company shall declare any dividend upon the its Common Stock Shares payable in shares of stock of any class securities (other than a dividend payable solely in Common Shares) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common StockShares;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Common Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.,
Appears in 1 contract
Sources: Warrant Agreement (Digital Lava Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case If at any time:
(ia) the Company shall propose to declare any cash dividend upon its Stock;
(b) the Common Stock payable in shares of stock of any class Company shall propose to declare or make any dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common its Stock, whether in cash, property or other securities;
(iic) there the Company shall be propose to effect any capital reorganization of the Company, or reclassification of the Common Stock, capital stock of the Company or any consolidation or merger of the Company with or intointo another corporation in which the holders of Stock would receive any consideration for their shares of Stock, or sale any sale, lease or conveyance of all or substantially all its of the assets to, another corporation or entityof the Company; or
(iiid) there the Company shall be propose to effect a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the holder Holder at the address of this Warrant the Holder listed on the signature page hereto, (ai) at least 15 business days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up up, and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, lease, conveyance, dissolution, liquidation or winding-up, at least 30 days’ written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify Upon the date on which occurrence of an event described in clause (c), the holders of Common Stock Holder shall be entitled thereafter to receive such dividendupon exercise of this Warrant, distributionas and when exercised, or subscription rights or to exchange their Common Stock for the kind and amount of shares of stock or other securities or property assets which the Holder would have been entitled to receive after the occurrence of such event had this Warrant been exercised in full immediately prior to such event (assuming the entire amount of this Warrant was fully exercisable at such time); and in any such case, appropriate provision shall be made with respect to the rights and interests of the Holder to the end that the provisions of this Warrant (including, without limitation, provisions with respect to changes in and adjustments of the Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, or other securities or assets, thereafter deliverable upon such reorganizationthe exercise of this Warrant. Unless the requirement is waived by the Requisite Holders (as defined in the Purchase Agreement), reclassificationthe Company will not effect any of the transactions described in clause (c) above unless, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which consummation thereof, each person (other than the Company’s books are closed in respect thereto. Failure ) that may be required to give deliver any such notice cash, stock, securities or any defect therein other assets upon the exercise of this Warrant as provided herein shall not affect assume, by written instrument delivered to, and reasonably satisfactory to, the validity Requisite Holders on behalf of all Holders, (x) the obligations of the proceedings referred to in clauses Company under this Warrant (i), (ii), (iii) and (iv) above.if the Company shall survive the consummation of any such
Appears in 1 contract
Other Notices. In case at any time:
If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock payable in of rights or warrants to subscribe for or purchase any shares of capital stock of any class or make of any other distribution rights, (including dividends or distributions payable in cash out D) the approval of retained earnings) to the holders any stockholders of the Common Stock;
(ii) there Corporation shall be required in connection with any capital reorganization of the Company, or reclassification of the Common Stock, or any consolidation or merger of to which the Company with Corporation is a party, any sale or into, or sale transfer of all or substantially all its of the assets toof the Corporation, another corporation or entity; or
any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (iiiE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the Company; affairs of the Corporation, then, in each such case, the Company Corporation shall give cause to be filed at each office or agency maintained for the purpose of conversion of the shares of Class A-[•] Preferred Stock, and, except if such notice and the contents thereof shall be deemed to constitute material non-public information, shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 20 calendar days prior to the holder of this Warrant applicable record or effective date hereinafter specified, a notice stating (ax) notice of the date on which the books of the Company shall close or a record shall is to be taken for determining the holders purpose of Common Stock entitled to receive any such dividend, distribution, or subscription redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to vote in respect of any such reorganizationdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or winding-up and (b) in the case of any other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation or winding-up, notice of provided that the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled failure to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the proceedings referred corporate action required to be specified in clauses (i), (ii), (iii) and (iv) abovesuch notice.
Appears in 1 contract
Sources: Preferred Stock Purchase Agreement (Alder Biopharmaceuticals Inc)
Other Notices. In case at any time:
(iA) the Company Issuer shall declare make any dividend upon distributions to the holders of Common Stock; or
(B) the Issuer shall authorize the granting to all holders of its Common Stock payable in of rights to subscribe for or purchase any shares of stock Capital Stock of any class or make other rights; or
(C) there shall be any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders reclassification of the Common Stock;Capital Stock of the Issuer; or
(iiD) there shall be any capital reorganization of by the Company, or reclassification of the Common Stock, or Issuer; or
(E) there shall be any (i) consolidation or merger of involving the Company with Issuer or into(ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another corporation merger, sale, transfer or entityother disposition involving a wholly-owned Subsidiary); or
(iiiF) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in each of such casecases, the Company Issuer shall give written notice to the holder of this Warrant (a) notice Holder of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, notice of as the date (orcase may be, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice also shall also specify the date on as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or effective date for the date on which the Company’s books are closed event specified in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) abovenotice.
Appears in 1 contract
Sources: Warrant Agreement (Axm Pharma Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto, but such notice is not required to be given prior to the Company's public announcement of the record date or date on which the Company's books are closed in respect thereto, so long as such public announcement occurs not less than ten (10) days prior to such record date or date on which the Company's books are closed. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Sources: Securities Purchase Agreement (Think New Ideas Inc)
Other Notices. In case at any time:
(i) 8.1.1 the Company Issuer shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;; or
(ii) 8.1.2 the Issuer shall authorize the granting to all holders of its Common Stock of rights to subscribe for or purchase any shares of Capital Stock or other rights; or
8.1.3 there shall be any reclassification of the Capital Stock of the Issuer; or
8.1.4 there shall be any capital reorganization of by the Company, or reclassification of the Common Stock, or Issuer; or
8.1.5 there shall be any (i) consolidation or merger of involving the Company with Issuer or into(ii) sale, transfer or sale other disposition of all or substantially all its of the Issuer’s property, assets to, another corporation or entitybusiness; or
(iii) 8.1.6 there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in each of such casecases, the Company Issuer shall give written notice to the holder of this Warrant (a) notice Holder of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, notice of as the date (orcase may be, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice also shall also specify the date on as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the action in question and not less than twenty (20) days prior to the record date or the date on which the CompanyIssuer’s transfer books are closed in respect thereto. Failure The Holder shall have the right to give send two (2) representatives selected by it to each meeting, who shall be permitted to attend, but not vote at, such meeting and any such notice adjournments thereof. This Warrant entitles the Holder to receive copies of all financial and other information distributed or any defect therein shall not affect required to be distributed to the validity holders of the proceedings referred to in clauses (i), (ii), (iii) and (iv) aboveCommon Stock.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (aA) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (bB) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such Except for The Aeon Group, Inc. merger (of which the Corporation shall provide the legally required notice), such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto, but in no event prior to the public disclosure thereof. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (iI), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all, substantially all or substantially all a material portion of its assets to, another corporation Company or entity; or
(iii) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, dividend or subscription rights distribution or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 ten (10) business days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii) and (iii) above; provided that if notice is not given in accordance with this Section 4(i), the Company will use its best efforts to insure that the holder of this Warrant shall nevertheless receive the same rights and benefits received by other holders of securities of the Company from the proceedings referred to in clauses (i), (iiiii) and (iviii) above, unless the holder of this Warrant chooses not to receive such rights and benefits.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-winding- up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 fifteen (15) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder hereof.
Appears in 1 contract
Sources: Warrant Agreement (Virologic Inc)
Other Notices. In case at any time:
If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock payable in of rights or warrants to subscribe for or purchase any shares of capital stock of any class or make of any other distribution rights, (including dividends or distributions payable in cash out D) the approval of retained earnings) to the holders any stockholders of the Common Stock;
(ii) there Corporation shall be required in connection with any capital reorganization of the Company, or reclassification of the Common Stock, or any consolidation or merger of to which the Company with Corporation is a party, any sale or into, or sale transfer of all or substantially all its of the assets toof the Corporation, another corporation or entity; or
any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (iiiE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the Company; affairs of the Corporation, then, in each such case, the Company Corporation shall give cause to be filed at each office or agency maintained for the purpose of conversion of the Series D Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 10 calendar days prior to the holder of this Warrant applicable record or effective date hereinafter specified, a notice stating (ax) notice of the date on which the books of the Company shall close or a record shall is to be taken for determining the holders purpose of Common Stock entitled to receive any such dividend, distribution, or subscription redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to vote in respect of any such reorganizationdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or winding-up and (b) in the case of any other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation or winding-up, notice of provided that the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled failure to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the proceedings referred corporate action required to be specified in clauses (i), (ii), (iii) and (iv) abovesuch notice.
Appears in 1 contract
Sources: 3(a)(9) Exchange Agreement (Pieris Pharmaceuticals, Inc.)
Other Notices. In case If at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(iia) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entity; orcorporation;
(iiib) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding winding-up of the Company; or
(c) there shall be an initial public offering of Company securities; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder at the address of this Warrant the Holder as shown on the books of the Company, (a) at least 10 days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, or public offering, at least 10 days’ prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution, or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion, or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (NGTV)
Other Notices. In case at any time:
(iA) the Company Issuer shall declare make any dividend upon distributions to the holders of Common Stock; or
(B) the Issuer shall authorize the granting to all holders of its Common Stock payable in of rights to subscribe for or purchase any shares of stock Capital Stock of any class or make other rights; or
(C) there shall be any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders reclassification of the Common Stock;Capital Stock of the Issuer; or
(iiD) there shall be any capital reorganization of by the Company, or reclassification of the Common Stock, or Issuer; or
(E) there shall be any (i) consolidation or merger of involving the Company with Issuer or into(ii) sale, transfer or sale other disposition of all or substantially all of the Issuer's property, assets or business (except a merger or other reorganization in which the Issuer shall be the surviving corporation and its assets toshares of Capital Stock shall continue to be outstanding and unchanged and except a consolidation, another corporation merger, sale, transfer or entityother disposition involving a wholly-owned Subsidiary); or
(iiiF) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyIssuer or any partial liquidation of the Issuer or distribution to holders of Common Stock; then, in each of such casecases, the Company Issuer shall give written notice to the holder of this Warrant (a) notice Holder of the date on which (i) the books of the Company Issuer shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, distribution or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation or winding-up, notice of as the date (orcase may be, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice also shall also specify the date on as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their certificates for Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, saledisposition, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 twenty (20) days prior to the record date or effective date for the date on which the Company’s books are closed event specified in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) abovenotice.
Appears in 1 contract
Sources: Warrant Agreement (Axm Pharma Inc)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidationliqui-dation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (Conectisys Corp)
Other Notices. In case If at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(iia) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of the Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entity; orcorporation;
(iiib) there shall be a voluntary or involuntary dissolution, liquidation liquidation, or winding winding-up of the Company; or
(c) there shall be any public offering of Company securities; then, in each such caseany one or more of said cases, the Company shall give give, by first class mail, postage prepaid, addressed to the holder Holder at the address of this Warrant the Holder as shown on the books of the Company, (a) at least 10 days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation liquidation, or winding-up up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or liquidation, winding-up, or public offering, at least 10 days’ prior written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Such Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution, or subscription rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, conversion, or public offering, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (NGTV)
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its Shares;
(b) the Company shall declare any dividend upon the Common Stock its Shares payable in shares of stock of any class securities (other than a dividend payable solely in Shares) or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stockits Shares;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or intoanother corporation, or a sale of all or substantially all its of the Company's assets to, to another corporation or entitycorporation; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; then, in each such caseany one or more of said cases, the Company shall give give, by certified or registered mail, postage prepaid, addressed to the registered holder of this Warrant at the address of such holder as shown on the books of the Company, (ai) at least 15 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such dissolution, liquidation or winding-up; (ii) at least 10 days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up and (biii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 15 days' written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with clause (i) above shall also specify, in the case of any such dividend, distribution or option rights, the date on which the holders of Shares shall be entitled thereto. Any notice given in accordance with clause (iii) above shall also specify the date on which the holders of Common Stock Shares shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock Shares for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, as the case may be. Such notice shall be given at least 30 days If the Holder of the Warrant does not exercise this Warrant prior to the record date or occurrence of an event described above, except as provided in Sections 10.1 and 10.5, the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein Holder shall not affect be entitled to receive the validity benefits accruing to existing holders of the proceedings referred to Shares in clauses (i), (ii), (iii) and (iv) abovesuch event.
Appears in 1 contract
Sources: Warrant Agreement (Digital Lava Inc)
Other Notices. In case at any time:
If (iA) the Company Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend upon on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock payable in of rights or warrants to subscribe for or purchase any shares of capital stock of any class or make of any other distribution rights, (including dividends or distributions payable in cash out D) the approval of retained earnings) to the holders any stockholders of the Common Stock;
(ii) there Corporation shall be required in connection with any capital reorganization of the Company, or reclassification of the Common Stock, or any consolidation or merger of to which the Company with Corporation is a party, any sale or into, or sale transfer of all or substantially all its of the assets toof the Corporation, another corporation or entity; or
any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (iiiE) there the Corporation shall be a authorize the voluntary or involuntary dissolution, liquidation or winding up of the Company; affairs of the Corporation, then, in each such case, the Company Corporation shall give cause to be filed at each office or agency maintained for the purpose of conversion of the Series B Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 10 calendar days prior to the holder of this Warrant applicable record or effective date hereinafter specified, a notice stating (ax) notice of the date on which the books of the Company shall close or a record shall is to be taken for determining the holders purpose of Common Stock entitled to receive any such dividend, distribution, or subscription redemption, rights or for determining warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to vote in respect of any such reorganizationdividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange is expected to become effective or close, liquidation and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or winding-up and (b) in the case of any other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolutiontransfer or share exchange, liquidation or winding-up, notice of provided that the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled failure to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the proceedings referred corporate action required to be specified in clauses (i), (ii), (iii) and (iv) abovesuch notice.
Appears in 1 contract
Sources: 3(a)(9) Exchange Agreement (Pieris Pharmaceuticals, Inc.)
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (Innofone Com Inc)
Other Notices. In case at any time:
(ia) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(iib) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(c) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (aA) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (bB) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 fifteen (15) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company shall publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder hereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (Cambridge Heart Inc)
Other Notices. In case If at any time:
(ia) the Company shall declare any cash dividend upon its Common Stock;
(b) Company shall declare any dividend upon the its Common Stock payable in shares of stock of any class or make any special dividend or other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the its Common Stock;
(iic) there shall be any capital reorganization of the Company, or reclassification of the Common Stockcapital stock of Company, or consolidation or merger of the Company with or intowith, or sale of all or substantially all of its assets to, another corporation or entity; or;
(iiid) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of Company; or
(e) Company shall take or propose to take any other action, notice of which is actually provided to holders of the CompanyCommon Stock; then, in each such caseany one or more of said cases, the Company shall give Holder, pursuant to the holder of this Warrant Section 12, (ai) at least 10 days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights distribution or for determining the holders of Common Stock entitled rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up up, or other action and (bii) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, or other action, at least 10 days’ written notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such Any notice given in accordance with the foregoing clause (i) shall also specify, in the case of any such dividend or distribution rights, the date on which the holders of Common Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (ii) shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock securities or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, liquidation or winding-up, or other action as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (Rani Therapeutics Holdings, Inc.)
Other Notices. In case at any time:: --------------
(iI) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
; (iiII) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights; (III) there shall be any capital reorganization reorganiza-tion of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially substan-tially all its assets to, another corporation or entity; or
or (iiiIV) there shall be a voluntary or involuntary involun-tary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividenddivi-dend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassificationre-classification, consolidation, merger, sale, dissolution, liquidationliqui-dation, or winding-up, as the case may be. Such notice shall be given at least 30 days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:: -------------
(i) the Company Corporation shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including dividends or distributions payable in cash out of retained earnings) to the holders of the Common Stock;
(ii) the Corporation shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the CompanyCorporation, or reclassification of the Common Stock, or consolidation or merger of the Company Corporation with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the CompanyCorporation; then, in each such case, the Company Corporation shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company Corporation shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation thereof by the CompanyCorporation) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s Corporation's books are closed in respect thereto, but in no event earlier than public announcement of such proposed transaction or event. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company's past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in each such case, the Company shall give to the holder of this Warrant (a) notice of the date or estimated date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 fifteen (15) days prior to the record date or the date on which the Company’s 's books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the Company may publicly disclose the substance of any notice delivered hereunder prior to delivery of such notice to the holder of this Warrant.
Appears in 1 contract
Other Notices. In case at any time:
(i) the Company shall declare any dividend upon the Common Stock payable in shares of stock of any class or make any other distribution (including other than dividends or distributions payable in cash out of retained earningsearnings consistent with the Company’s past practices with respect to declaring dividends and making distributions) to the holders of the Common Stock;
(ii) the Company shall offer for subscription pro rata to the holders of the Common Stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization of the Company, or reclassification of the Common Stock, or consolidation or merger of the Company with or into, or sale of all or substantially all of its assets to, another corporation or entity; or
(iiiiv) there shall be a voluntary or involuntary dissolution, liquidation or winding winding-up of the Company; , then, in each such case, the Company shall give to the holder of this Warrant Holder (a) notice of the date on which the books of the Company shall close or a record shall be taken for determining the holders of Common Stock entitled to receive any such dividend, distribution, or subscription rights or for determining the holders of Common Stock entitled to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, notice of the date (or, if not then known, a reasonable approximation estimate thereof by the Company) when the same shall take place. Such notice shall also specify the date on which the holders of Common Stock shall be entitled to receive such dividend, distribution, or subscription rights or to exchange their Common Stock for stock or other securities or property deliverable upon such reorganization, reclassification, consolidation, mergermeager, sale, dissolution, liquidation, or winding-up, as the case may be. Such notice shall be given at least 30 thirty (30) days prior to the record date or the date on which the Company’s books are closed in respect thereto. Failure to give any such notice or any defect therein shall not affect the validity of the proceedings referred to in clauses (i), (ii), (iii) and (iv) above.
Appears in 1 contract
Sources: Warrant Agreement (VeriChip CORP)