Common use of Notice of Certain Actions Clause in Contracts

Notice of Certain Actions. In the event that this corporation shall propose at any time: (a) to declare any dividend or distribution upon any class or series of its stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or (d) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its assets or property, or to liquidate, dissolve or wind up, whether voluntary or involuntary; (e) to amend or repeal any provision of, or add any provision to, the Company's Certificate of Incorporation or Bylaws if such action would alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, Series C Preferred or increase or decrease the number of shares of the Series C Preferred authorized; (f) to authorize or issue shares of any class or series of stock having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Series C Preferred, or authorize or issue any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having preferences or priority as to dividends or assets superior to or on a parity with any such performance or priority of the Series C Preferred; (g) to reclassify any Common Stock or Series C Preferred into shares having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Series C Preferred; then, in connection with each such event, this Company shall send to the holders of the Warrants: (1) at least 10 days' prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (a) and (b) above; (2) in the case of the matters referred to in (c) through (g) above, at least 10 days' prior written notice of the date for the determination of stockholders entitled to vote thereon (and specifying the date on which the holders of Common Stock shares shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event); and (3) prompt notice of any material change in the terms of the transactions described in (a) through (g) above. Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Warrants at the address for each such holder as shown on the books of this corporation.

Notice of Certain Actions. In If the event that this corporation Company shall propose at any time: (ai) to declare any dividend or distribution upon any class or series of its stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus; (bii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (ciii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or; (div) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its assets or property, or to liquidate, dissolve or wind up, whether voluntary or involuntary; (ev) to amend or repeal any provision of, or add any provision to, the Company's ’s Certificate of Incorporation or Bylaws if such action By-laws which would alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, Series C Preferred or increase or decrease the number of shares of the Series C Preferred Common Stock authorized;; or (fvi) to authorize or issue shares of any class or series of stock having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Series C PreferredCommon Stock, or authorize or issue any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having preferences or priority as to dividends or assets superior to or on a parity with any such performance or priority of the Series C Preferred; (g) to reclassify any Common Stock or Series C Preferred into shares having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Series C PreferredStock; then, then in connection with each such event, this the Company shall send to the holders Holder of the Warrantsthis Warrant: (1) at least 10 days' days prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (ai) and (bii) above; (2) in the case of the matters referred to in (ciii) through and (gvi) above, at least 10 days' days prior written notice of the date for the determination of stockholders entitled to vote thereon (and specifying the date on which the holders of Common Stock shares shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event); and (3) prompt notice of any material change in the terms of the transactions described in (ai) through and (gvi) above. Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Warrants at the address for each such holder as shown on the books of this corporationthe Company.

Notice of Certain Actions. In If the event that this corporation Company shall propose at any time: (ai) to declare any dividend or distribution upon any class or series of its stock, whether in cash, property, stock or other securities, whether or not a regular cash dividend and whether or not out of earnings or earned surplus; (bii) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (ciii) to effect any reclassification or recapitalization of its Common Stock outstanding involving a change in the Common Stock; or; (div) to merge or consolidate with or into any other corporation, or sell, lease or convey all or substantially all its assets or property, or to liquidate, dissolve or wind up, whether voluntary or involuntary; (ev) to amend or repeal any provision of, or add any provision to, the Company's Certificate of Incorporation or Bylaws if such action By-laws which would alter or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, Series C Preferred or increase or decrease the number of shares of the Series C Preferred Common Stock authorized;; or (fvi) to authorize or issue shares of any class or series of stock having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Series C PreferredCommon Stock, or authorize or issue any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having preferences or priority as to dividends or assets superior to or on a parity with any such performance or priority of the Series C Preferred; (g) to reclassify any Common Stock or Series C Preferred into shares having any preference or priority as to dividends or assets superior to or on a parity with any such preference or priority of the Series C PreferredStock; then, in connection with each such event, this the Company shall send to the holders Holder of the Warrantsthis Warrant: (1) at least 10 days' days prior written notice of the date on which a record shall be taken for such dividend, distribution or subscription rights (and specifying the date on which the holders of Common Stock shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (ai) and (bii) above; (2) in the case of the matters referred to in (ciii) through (gvi) above, at least 10 days' days prior written notice of the date for the determination of stockholders entitled to vote thereon (and specifying the date on which the holders of Common Stock shares shall be entitled to exchange their Common Stock for securities or other property deliverable upon the occurrence of such event); and (3) prompt notice of any material change in the terms of the transactions described in (ai) through (gvi) above. Each such written notice shall be delivered personally or given by first class mail, postage prepaid, addressed to the holders of the Warrants at the address for each such holder as shown on the books of this corporationthe Company.