Common use of Notices to Holders Clause in Contracts

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 9. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holders a written notice specifying, as the case may be (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, or winding up is to take place and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holders. Upon any adjustment of the Exercise Price (or number of shares of Common Stock issuable upon the exercise of this Warrant) pursuant to Section 4, the Company shall promptly thereafter cause to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 97. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other right, (b) any capital reorganization of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, then and in each such event the Company will give the Holders a written notice specifying, as the case may be (i) the record date for the purpose of such dividend, distribution, or right, and stating the amount and character of such dividend, distribution, or right; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyance, dissolution, liquidation, or winding up is to take place and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specified.

Notices to Holders. a Upon any adjustment of pursuant to section 12 hereof in the Exercise Price (per Share or in the number of shares of Common Stock Warrant Shares issuable upon the exercise of this a Warrant) pursuant to Section 4, the Company Corporation shall promptly thereafter but in any event within 30 days thereafter, cause to be given to each of the Holders written notice of such adjustment. Such notice shall include Warrant Holders, at its address appearing on the Warrant Register by registered mail, postage prepaid, return receipt requested, a certificate signed by its chairman, president or chief financial officer setting forth the Exercise Price (and/or per Share and the number of shares of Common Stock issuable Warrant Shares purchasable upon the exercise of this Warrant) after such adjustment, a Warrant as so adjusted and shall set forth describing in reasonable detail the Company’s facts accounting for such adjustment and the method of calculation and the facts upon which such calculations were basedused. Where When appropriate, such notice shall certificate may be given in advance and included as a part of any the notice required to be given mailed under the other provisions of this Section 9section 13. b In the event of (a) any fixing by event: i0 that the Company of a record date with respect Corporation shall authorize the issuance to the all holders of any class Common Stock of securities rights or warrants to subscribe for or purchase Capital Stock of the Company for Corporation or of any other subscription rights or warrants; ii0 that the purpose Corporation shall authorize the distribution to all holders of determining which Common Stock of such holders are entitled to evidences of its indebtedness or assets (including, without limitation, cash dividends or other distributionscash distributions payable out of consolidated earnings or earned surplus or dividends payable in Common Stock); iii0 of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or any rights to subscribe for, purchase of the conveyance or otherwise acquire any shares transfer of capital stock the properties and assets of any class or any other securities or propertythe Corporation substantially as an entirety, or to receive any other right, (b) of any capital reorganization of the Company, or reclassification or recapitalization change of the capital stock Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); iv0 of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution dissolution, liquidation or winding up of the CompanyCorporation; or v0 that the Corporation proposes to take any other action which would require an adjustment in the Exercise Price per Share or in the number of Warrant Shares or other securities or assets to which each holder is entitled pursuant to section 12 hereof; then the Corporation shall cause to be given to each of the Warrant Holders at its address appearing on the Warrant Register, at least 30 calendar days prior to the applicable record date, if any, hereinafter specified, or, if no such record date is specified, 30 calendar days prior to the taking of any action referred to in clauses (i) through (v) above (except that, if the action taken by the Corporation is an issuance described in section 12(c)(i) or (ii) hereof, then and as promptly as possible but in each no event later than the date that the Corporation provides public notice of such event the Company will give the Holders issuance), by registered mail, postage prepaid, return receipt requested, a written notice specifying, as the case may be stating (i) the date as of which the holders of record date for the purpose of Common Stock to be entitled to receive any such dividendrights, distributionwarrants or distribution are to be determined, or right, and stating the amount and character of such dividend, distribution, or right; or (ii) the date on which any such reorganizationconsolidation, reclassificationmerger, recapitalizationconveyance, transfer, dissolution, liquidation or winding up is expected to become effective, or (iii) the date as of which any such other action is to be effected, and, if applicable and known to the Corporation, the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, liquidation or winding up is to take place and up; provided, however, that in the time, if any is to be fixed, as event that the Corporation provides public notice of which such proposed action or event specifying the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given information set forth above at least 10 days prior to the earliest proposed record date or effective date, then the Corporation shall be deemed to have satisfied its obligation to provide notice pursuant to this section 13(b). The failure to give the notice required by this section 13 or any defect therein specifiedshall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up or other action referred to above, or the vote upon any such action.

Notices to Holders. Upon 13.1 Nothing contained in this Agreement or in any adjustment of the Exercise Price (or number of shares of Common Stock issuable Representative Warrants shall be construed as to confer upon the exercise of this Warrant) pursuant Holders thereof the right to Section 4, the Company shall promptly thereafter cause to be given to the Holders written notice of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustment, and shall set forth in reasonable detail the Company’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given in advance and included as a part of any notice required to be given under the other provisions of this Section 9. In the event of (a) any fixing by the Company of a record date with respect to the holders of any class of securities of the Company for the purpose of determining which of such holders are entitled to dividends or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, vote or to receive any other right, (b) any capital reorganization dividends or to consent to receive notice as shareholders in respect of the Company, meetings of shareholders or reclassification or recapitalization the election of the capital stock directors of the Company or any transfer of all other matter, or substantially all any rights whatsoever as shareholders of the assets or business Company; provided, however, that in the event that a meeting of shareholders shall be called to consider and take action on a proposal for the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution or winding up of the Company, other than in connection with a consolidation, merger, or sale of all, or substantially all, of its property, assets, business and good will as an entirety, then and in each such that event the Company will give shall cause a notice thereof to be sent by first-class mail, postage prepaid, at least twenty (20) days prior to the Holders date fixed as a written notice specifying, as the case may be (i) the record date for or the purpose date of closing the transfer books in relation to such dividendmeeting, distributionto each registered Holder of Registration Warrants at such Holder's address appearing on the Warrant register; but failure to mail or receive such notice or any defect therein or in the mailing thereof shall not affect the validity of any action taken in connection with such voluntary dissolution. If such notice shall have been so given and if such a voluntary dissolution shall be authorized at such meeting or any adjournment thereof, or right, then from and stating the amount and character of such dividend, distribution, or right; or (ii) after the date on which such voluntary dissolution shall have been duly authorized by the shareholders, the purchase rights represented by the Representative Warrants and all other rights with respect thereto shall cease and terminate. 13.2 In the event the Company intends to make any such reorganizationdistribution on or to shareholders of its Common Stock, reclassificationincluding, recapitalizationwithout limitation, transferany dividend or distribution from earned surplus, consolidationany dividend or distribution of stock, mergerassets or evidences of indebtedness, conveyance, dissolution, liquidation, or winding up is to take place and the time, if any is distribution to be fixed, as of made in connection with a consolidation or merger in which the holders Company is the surviving corporation or any distribution of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given of any corporation at least 10 a majority of whose outstanding stock is owed by the Company, then the Company shall cause a notice of its intention to make such distribution to be sent by first-class mail, postage prepaid, at least twenty (20) days prior to the earliest date fixed as a record date or the date of closing the transfer books in relation to such distribution, to each registered Holder of Representative Warrants at such Holder's address appearing on the Warrant register, but failure to mail or to receive such notice or any defect therein specifiedor in the mailing thereof shall not affect the validity of any action taken in connection with such distribution or issuance. 14.

Notices to Holders. a Upon any adjustment of pursuant to section 12 hereof in the Exercise Price (per Share or in the number of shares of Common Stock Warrant Shares issuable upon the exercise of this a Warrant) pursuant to Section 4, the Company Corporation shall promptly thereafter but in any event within 30 days thereafter, cause to be given to each of the Holders written notice of such adjustment. Such notice shall include Warrant Holders, at its address appearing on the Warrant Register by registered mail, postage prepaid, return receipt requested, a certificate signed by its chairman, president or chief financial officer setting forth the Exercise Price (and/or per Share and the number of shares of Common Stock issuable Warrant Shares purchasable upon the exercise of this Warrant) after such adjustment, a Warrant as so adjusted and shall set forth describing in reasonable detail the Company’s facts accounting for such adjustment and the method of calculation and the facts upon which such calculations were basedused. Where When appropriate, such notice shall certificate may be given in advance and included as a part of any the notice required to be given mailed under the other provisions of this Section 9section 13. b In the event of (a) any fixing by event: i0 that the Company of a record date with respect Corporation shall authorize the issuance to the all holders of any class Common Stock of securities rights or warrants to subscribe for or purchase Capital Stock of the Company for Corporation or of any other subscription rights or warrants; ii0 that the purpose Corporation shall authorize the distribution to all holders of determining which Common Stock of such holders are entitled to evidences of its indebtedness or assets (including, without limitation, cash dividends or other distributionscash distributions payable out of consolidated earnings or earned surplus or dividends payable in Common Stock); iii0 of any consolidation or merger to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or any rights to subscribe for, purchase of the conveyance or otherwise acquire any shares transfer of capital stock the properties and assets of any class or any other securities or propertythe Corporation substantially as an entirety, or to receive any other right, (b) of any capital reorganization of the Company, or reclassification or recapitalization change of the capital stock Common Stock (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination); iv0 of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or (c) any voluntary or involuntary dissolution dissolution, liquidation or winding up of the CompanyCorporation; or iv0 that the Corporation proposes to take any other action which would require an adjustment in the Exercise Price per Share or in the number of Warrant Shares or other securities or assets to which each holder is entitled pursuant to section 12 hereof; then the Corporation shall cause to be given to each of the Warrant Holders at its address appearing on the Warrant Register, at least 30 calendar days prior to the applicable record date, if any, hereinafter specified, or, if no such record date is specified, 30 calendar days prior to the taking of any action referred to in clauses (i) through (v) above (except that, if the action taken by the Corporation is an issuance described in section 12(c)(i) or (ii) hereof, then and as promptly as possible but in each no event later than the date that the Corporation provides public notice of such event the Company will give the Holders issuance), by registered mail, postage prepaid, return receipt requested, a written notice specifying, as the case may be stating (i) the date as of which the holders of record date for the purpose of Common Stock to be entitled to receive any such dividendrights, distributionwarrants or distribution are to be determined, or right, and stating the amount and character of such dividend, distribution, or right; or (ii) the date on which any such reorganizationconsolidation, reclassificationmerger, recapitalizationconveyance, transfer, dissolution, liquidation or winding up is expected to become effective, or (iii) the date as of which any such other action is to be effected, and, if applicable and known to the Corporation, the date as of which it is expected that holders of record of Common Stock shall be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, liquidation or winding up is to take place and up; provided, however, that in the time, if any is to be fixed, as event that the Corporation provides public notice of which such proposed action or event specifying the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given information set forth above at least 10 days prior to the earliest proposed record date or effective date, then the Corporation shall be deemed to have satisfied its obligation to provide notice pursuant to this section 13(b). The failure to give the notice required by this section 13 or any defect therein specifiedshall not affect the legality or validity of any distribution, right, warrant, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding up or other action referred to above, or the vote upon any such action.

Notices to Holders. Upon any adjustment of the Exercise Price If (or number of shares of Common Stock issuable upon the exercise of this Warranta) pursuant to Section 4, the Company shall promptly thereafter declare any dividend payable in any securities upon its Common Shares, or make any distribution (other than a cash dividend declared in the ordinary course) to the holders of its Common Shares; (b) the Company shall offer to the holders of its Common Shares any additional Common Shares or securities convertible or exchangeable into Common Shares or any right to subscribe for or purchase Common Shares; (c) the Company shall dissolve, liquidate or wind up (other than in connection with a Fundamental Change); or (d) the Company shall fix a Reduced Exercise Price and Reduced Exercise Price Period, then the Company shall cause written notice of such event to be filed with the Warrant Agent and shall cause written notice of such event to be given to each of the registered Holders written notice in accordance with the provisions of such adjustment. Such notice shall include the Exercise Price (and/or the number of shares of Common Stock issuable upon the exercise of this Warrant) after such adjustmentSection 21 hereof, and shall set forth in reasonable detail the Company’s method of calculation and the facts upon which such calculations were based. Where appropriate, such notice shall be given (i) in advance and included as a part the case of any notice required to be given under the other provisions of this Section 9. In the event of clauses (a) any fixing by or (b) above, at least ten (10) calendar days prior to the Company of date fixed as a record date with respect to or the holders date of any class of securities closing the transfer books for the determination of the Company for the purpose of determining which of such holders are shareholders entitled to dividends such dividend, distribution or other distributions, or any rights to subscribe for, purchase or otherwise acquire any shares of capital stock of any class or any other securities or property, or to receive any other rightsubscription rights, (bii) any capital reorganization in the case of the Company, or reclassification or recapitalization of the capital stock of the Company or any transfer of all or substantially all of the assets or business of the Company to, or consolidation or merger of the Company with or into, any other entity or person, or clause (c) any voluntary or involuntary dissolution above, at least twenty (20) calendar days prior to the date fixed as a record date for the determination of shareholders entitled to vote on such proposed dissolution, liquidation or winding up and (iii) in the case of clause (d) above, as soon as practicable after such event. Such notice shall, as and if applicable, specify such record date or the Company, then and in each such event date of closing the Company will give the Holders a written notice specifyingtransfer books, as the case may be (i) be. Failure to give the record date for notice required by this Section 15 or any defect therein shall not affect the purpose legality or validity of such any dividend, distribution, or offer, right, and stating the amount and character of such dividendoption, distribution, or right; or (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, conveyancewarrant, dissolution, liquidationliquidation or winding up, the fixing of a Reduced Exercise Price or Reduced Exercise Price Period, or winding up is to take place and the time, if vote upon or any is to be fixed, as of which other action taken in connection with the holders of record of Common Stock (or such capital stock or securities receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock securities) for securities or other property deliverable upon such event. Any such notice shall be given at least 10 days prior to the earliest date therein specifiedforegoing.