Common use of Notice to Allow Exercise by Xxxxxx Clause in Contracts

Notice to Allow Exercise by Xxxxxx. If (1) the Company shall declare a dividend (or any other distribution in whatever form) on the Class A Shares, (2) the Company shall declare a redemption of the Class A Shares, or (3) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating the date on which a record is to be taken for the purpose of such dividend, distribution, or redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice (provided the date of such notice is after the Exercisability Date) to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. In lieu of such notice, the Company may provide public notice thereof by furnishing a Form 6-K to the SEC (if applicable) or publishing a press release.

Appears in 6 contracts

Samples: Warrant Agency Agreement (Cazoo Group LTD), Warrant Agency Agreement (Cazoo Group LTD), Warrant Agency Agreement (Cazoo Group LTD)

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Notice to Allow Exercise by Xxxxxx. If (1A) the Company shall declare a special nonrecurring cash dividend (on or any other distribution in whatever form) on a redemption of the Class A SharesCommon Stock, (2B) the Company shall declare a redemption authorize the granting to all holders of the Class A SharesCommon Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, or (3C) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email mailed to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least ten (10) 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, or redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Shares Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determineddetermined or (y) the date on which such reclassification or reclassification is expected to become effective or close, 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 other property deliverable upon such reclassification or dissolution; provided that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice (provided the date of such notice is after the Exercisability Date) to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. In lieu of such notice, the Company may provide public notice thereof by furnishing a Form 6-K to the SEC (if applicable) or publishing a press release.

Appears in 1 contract

Samples: Intellicell Biosciences, Inc.

Notice to Allow Exercise by Xxxxxx. If (1A) the Company shall declare a dividend (or any other distribution in whatever form) on the Class A SharesCommon Stock, (2B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A SharesCommon Stock (excluding any ordinary course repurchases under equity compensation plans), or (3C) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up granting to all holders of the affairs Common Stock rights or warrants to subscribe for or purchase any shares of the Company, thencapital stock of any class or of any rights, in each case, if any such action is not publicly disclosed prior to the applicable record or effective date hereinafter specified, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar days five Business Days prior to the applicable record or effective date hereinafter specified, a notice stating the date on which a record is to be taken for the purpose of such dividend, distribution, or redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Shares Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice (provided the date of such notice is after the Exercisability Date) to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. In lieu of such notice, the Company may provide public notice thereof by furnishing a Form 6-K to the SEC (if applicable) or publishing a press release.

Appears in 1 contract

Samples: Tellurian Inc. /De/

Notice to Allow Exercise by Xxxxxx. If (1A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Class A Shares, Common Stock; (2B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A Shares, Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights;; (3D) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be delivered by facsimile or email mailed to the Holder at its last facsimile number or email address addresses as it shall appear upon the Warrant Register of the Company, at least ten (10) 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating the date on which a record is to be taken for the purpose of such dividend, distribution, or redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Shares Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determineddetermined or; provided provided, that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain is entitled to exercise this Warrant during the 10-day period commencing on the date of such notice (provided the date of such notice is after the Exercisability Date) to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. In lieu of such notice, the Company may provide public notice thereof by furnishing a Form 6-K to the SEC (if applicable) or publishing a press release.

Appears in 1 contract

Samples: Cyberdefender Corp

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Notice to Allow Exercise by Xxxxxx. If (1A) the Company shall declare a dividend (or any other distribution in whatever formdistribution) on the Class A Shares, Common Stock; (2B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A Shares, Common Stock; (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights;; (3D) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, ; then, in each case, the Company shall cause to be delivered by facsimile or email mailed to the Holder at its last facsimile number or email address addresses as it shall appear upon the Warrant Register of the Company, at least ten (10) 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating the date on which a record is to be taken for the purpose of such dividend, distribution, or redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Shares Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determineddetermined or; provided provided, that the failure to deliver mail such notice or any defect therein or in the delivery mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain is entitled to exercise this Warrant during the 20-day period commencing on the date of such notice (provided the date of such notice is after the Exercisability Date) to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. In lieu of such notice, the Company may provide public notice thereof by furnishing a Form 6-K to the SEC (if applicable) or publishing a press release.

Appears in 1 contract

Samples: Cyberdefender Corp

Notice to Allow Exercise by Xxxxxx. If (1A) the Company shall declare a dividend (or any other distribution in whatever form) on the Class A SharesCommon Stock, (2B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A SharesCommon Stock, or (3C) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up granting to all holders of the affairs Common Stock rights or warrants to subscribe for or purchase any shares of the Company, thencapital stock of any class or of any rights, in each case, if any such action is not publicly disclosed prior to the applicable record or effective date hereinafter specified, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least ten (10) calendar five Business Days days prior to the applicable record or effective date hereinafter specified, a notice stating the date on which a record is to be taken for the purpose of such dividend, distribution, or redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Shares Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice (provided the date of such notice is after the Exercisability Date) to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. In lieu of such notice, the Company may provide public notice thereof by furnishing a Form 6-K to the SEC (if applicable) or publishing a press release.

Appears in 1 contract

Samples: Tellurian Inc. /De/

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