Common use of Notice of Certain Transactions Clause in Contracts

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In casecase at any time after the date hereof: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other payable otherwise than in cash out of its capital surplus or its consolidated retained earnings); or; (b) the Company shall authorize the granting to the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any share shares of capital stock of any class (or of securities convertible into shares of capital stock of any class) or of any other rights, warrants or options; or; (c) of there shall occur any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or a change from par value to no par value, value or a change from no par value to par value), or of any merger, consolidation, merger, or statutory share exchange or combination to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale sale, transfer or transfer conveyance of all or substantially all of the assets of the Company; or (d) of there shall occur the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then the Company shall cause to be filed with at the Trustee corporate trust office of the Warrant Agent, and shall cause to be provided to the Conversion Warrant Agent and to be mailed to each Holder of Securities all Holders in accordance with Section 8.02 hereof, at its address appearing on the list provided for in Section 2.05, as promptly as possible but least 20 days (or 10 days in any event at least ten days case specified in paragraph (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice stating stating: (xi) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or or (yii) the date on which such reclassification, merger, consolidation, merger, statutory share exchange, combination, sale, transfer, conveyance, dissolution, liquidation or winding-winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, merger, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-winding up. Failure Neither the failure to give such notice, or notice nor any defect therein, therein shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation the proceedings or winding-upactions described in clauses (a) through (d) of this Section.

Notice of Certain Transactions. In case: (ai) the Company shall declare a dividend (or any other distribution) on its the Common Stock (other than that would require an adjustment in cash out of retained earnings)the Base Conversion Price pursuant to Section 9.05; or (bii) the Company shall authorize the granting granting, generally, to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (ciii) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (div) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In casecase at any time after the date hereof: (a) the Company shall declare a dividend (or any other distribution) distribution on its Common Stock (other payable otherwise than in cash out of its capital surplus or its consolidated retained earnings); or; (b) the Company shall authorize the granting to the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any share shares of capital stock of any class (or of securities convertible into shares of capital stock of any class) or of any other rights, warrants or options; or; (c) of there shall occur any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or a change from par value to no par value, value or a change from no par value to par value), or of any merger, consolidation, merger, or statutory share exchange or combination to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale sale, transfer or transfer conveyance of all or substantially all of the assets of the Company; or (d) of there shall occur the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then the Company shall cause to be filed with delivered to the Trustee corporate trust office of the Warrant Agent, and shall cause to be provided to the Conversion Warrant Agent and to be mailed to each Holder of Securities all Holders in accordance with Section 8.2 hereof, at its address appearing on the list provided for in Section 2.05, as promptly as possible but least 20 days (or in any event at least ten days case specified in paragraph (a) or (b) above, 10 days) prior to the applicable record or effective date hereinafter specified, a written notice stating stating: (xi) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or or (yii) the date on which such reclassification, merger, consolidation, merger, statutory share exchange, combination, sale, transfer, conveyance, dissolution, liquidation or winding-winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, merger, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or windingwinding up, provided, however, that such notice shall not be required to the extent that, with respect to clause (i) above, the Company shall have given prior notice of such action to the national securities exchange, if any, which is the principal trading market for the Company in common stock at the time, in accordance with the rules of such exchange, and for purposes of this requirement, the National Market of the Nasdaq Stock Market shall be considered a national securities exchange; and with respect to clause (ii) above, the Company shall have distributed generally to the holder of its common stock a proxy or information statement with respect to such transaction in accordance with the time requirements under applicable state and federal law, or filed the information required in the notice under this Section 4.5 in a Form 10-upK, Form 10-Q or Form 8-K, or equivalent form, with the Securities and Exchange Commission. Failure Neither the failure to give such notice, or notice nor any defect therein, therein shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation the proceedings or winding-upactions described in clauses (a) through (d) of this Section.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock Shares (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock Shares of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock Shares of the Company (other than a subdivision or combination of its outstanding Common StockShares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; then the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed delivered to each Holder of Securities at its address appearing on the list provided for in Section 2.05Holder, as promptly as possible but in any event at least ten (10) days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock Shares of record shall be entitled to exchange their Common Stock Shares for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Securities at its address appearing on the list provided for in Section 2.052.5, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, consolidation or share exchange merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Securities Notes at its address appearing on the list provided for in Section 2.052.5 of the Indenture, as promptly as possible but in any event at least ten fifteen days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case, at any time after the date hereof: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other payable otherwise than in cash out of its capital surplus or its consolidated retained earnings); or; (b) the Company shall authorize the granting to the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any share shares of capital stock of any class (or of securities convertible into shares of capital stock of any class) or of any other rights, warrants or options; or; (c) of there shall occur any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or a change from par value to no par value, value or a change from no par value to par value), or of any merger, consolidation, merger, or statutory share exchange or combination to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale sale, transfer or transfer conveyance of all or substantially all of the assets of the Company; or (d) of there shall occur the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; , then the Company shall cause to be filed with at the Trustee corporate trust office of the Warrant Agent, and shall cause notice to be provided to the Conversion Warrant Agent and to be mailed to each Holder of Securities all Holders in accordance with Section 9.02 hereof, at its address appearing on the list provided for in Section 2.05, as promptly as possible but least 20 days (or 10 days in any event at least ten days case specified in paragraph (a) or (b) above) prior to the applicable record or effective date hereinafter specified, a notice stating stating: (xi) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or or (yii) the date on which such reclassification, merger, consolidation, merger, statutory share exchange, combination, sale, transfer, conveyance, dissolution, liquidation or winding-winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, merger, consolidation, merger, statutory share exchange, combination, sale, transfer, conveyance, dissolution, liquidation or winding-winding up. Failure Neither the failure to give such notice, or notice nor any defect therein, therein shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation the proceedings or winding-upactions described in clauses (a) through (d) of this Section.

Notice of Certain Transactions. In case: (a) the Company Issuer shall declare a dividend (or any other distribution) on its the Common Stock (other than in cash out of retained earnings)that would require an adjustment to the Conversion Rate pursuant to Section 14.5; or (b) the Company Issuer shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or optionsoptions that would require an adjustment to the Conversion Rate pursuant to Section 14.5; or (c) of any reclassification of the Common Stock of the Company Issuer (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company Issuer is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the properties and assets of the CompanyIssuer; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyIssuer; the Company Issuer shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on in the list provided register for in Section 2.05the Securities, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange convert their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a1) the Company shall declare a dividend (or any other distribution) on its the Common Stock (other than in cash out of retained earnings)Stock; or (b2) the Company shall authorize the granting granting, generally, to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the properties and assets of the Company; or (d4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In casecase at any time after the date hereof: (a) the Company shall declare a dividend (or any other distribution) distribution on its Common Stock (other payable otherwise than in cash out of its capital surplus or its consolidated retained earnings); or; (b) the Company shall authorize the granting to the holders of its Common Stock of rights, rights or warrants or options to subscribe for or purchase any share shares of capital stock of any class (or of securities convertible into shares of capital stock of any class) or of any other rights, warrants or options; or; (c) of there shall occur any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or a change from par value to no par value, value or a change from no par value to par value), or of any merger, consolidation, merger, or statutory share exchange or combination to which the Company is a party and for which approval of any stockholders shareholders of the Company is required, or of the sale sale, transfer or transfer conveyance of all or substantially all of the assets of the Company; or (d) of there shall occur the voluntary or involuntary dissolution, liquidation or winding-winding up of the Company; then the Company shall cause to be filed with delivered to the Trustee corporate trust office of the Warrant Agent, and shall cause to be provided to the Conversion Warrant Agent and to be mailed to each Holder of Securities all Holders in accordance with Section 8.2 hereof, at its address appearing on the list provided for in Section 2.05, as promptly as possible but least 20 days or 10 days in any event at least ten days case specified in paragraph (a) or (b) above prior to the applicable record or effective date hereinafter specified, a written notice stating stating: (xi) the date on which a record is to be taken for the purpose of such dividend, distribution distribution, rights or rights, warrants or optionswarrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution distribution, rights or rights warrants are to be determined, or or (yii) the date on which such reclassification, merger, consolidation, merger, statutory share exchange, combination, sale, transfer, conveyance, dissolution, liquidation or winding-winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, merger, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-winding up. Failure Neither the failure to give such notice, or notice nor any defect therein, therein shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation the proceedings or winding-upactions described in clauses (a) through (d) of this Section.

Notice of Certain Transactions. In caseIf: (a) the Company shall declare a dividend (or takes any other distribution) on its Common Stock (other than action that would require an adjustment in cash out of retained earnings); orthe conversion price pursuant to Section 10.6; (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, merger or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, required or of the sale conveyance or transfer of all or substantially all of the assets of the Company; (c) the Company takes any action that would require a supplemental indenture pursuant to Section 10.9; or (d) of the there is a liquidation or dissolution (voluntary or involuntary dissolution, liquidation involuntary) or winding-winding up of the Company; , then the Company shall cause to be filed with at each office or agency maintained for the Trustee purpose of conversion of Securities pursuant to Section 2.2 and the Conversion Agent and shall cause to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event all Holders at least ten 20 days prior to the applicable record, effective or expiration date hereinafter hereinabove specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or optionsconvertible securities, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution distribution, rights, warrants or rights convertible securities are to be determined, or (y) the date on which such any reclassification, consolidation, merger, share exchange, saleconveyance, transfer, dissolution, liquidation or winding-winding up is expected to become effective or occureffective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, saleconveyance, transfer, dissolution, liquidation or winding-winding up. Failure to give such notice, or (z) the date on which any defect thereintender offer commenced, shall not affect the legality date on which such tender offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or validity the material terms of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-upany amendment thereto).

Notice of Certain Transactions. In case: (ai) the Company shall declare a dividend (or any other distribution) on its the Common Stock (other than that would require an adjustment in cash out of retained earnings)the Conversion Price pursuant to Section 9.05; or (bii) the Company shall authorize the granting granting, generally, to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; oror [[NYCORP:2552346v6:4259b:11/07/05--10:59 p]] (ciii) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (div) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a1) the Company shall declare a dividend (or any other distribution) on its the Common Stock (other than in cash out of retained earnings)Stock; or (b2) the Company shall authorize the granting granting, generally, to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the properties and assets of the Company; or (d4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, Notes as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: If during the term in which the Warrants may be exercised by the Holder (aA) the Company shall declare a dividend (or any other distributiondistribution in whatever form) on its the Common Stock Stock, (other than in B) the Company shall declare a special nonrecurring cash out dividend on or a redemption of retained earnings); or the Common Stock, (bC) the Company shall authorize the granting to the all holders of its the Common Stock of rights, rights or warrants or options to subscribe for or purchase any share shares of capital stock of any class or any other rightsclass, warrants or options; or (cD) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company; or , or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (dE) of the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding-winding up of the affairs of the Company; , then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each the Holder of Securities at its last address appearing on as it shall appear upon the list provided for in Section 2.05Warrant Register of the Company, as promptly as possible but in any event at least ten 20 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 distribution, redemption, rights or rightswarrants, warrants or options, 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 such dividend, distribution distributions, redemption, rights or rights warrants are to be determined, determined or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation transfer or winding-up share exchange is expected to become effective or occurclose, 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 securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure ; provided that the failure to give mail such notice, notice or any defect therein, therein or in the mailing thereof shall not affect the legality or validity of the corporate action required to be specified in such dividendnotice. To the extent that any notice provided hereunder constitutes, distributionor contains, reclassificationmaterial, consolidationnon-public information regarding the Company or any of the Subsidiaries, merger, sale, share exchange, transfer, dissolution, liquidation or winding-upthe Company shall simultaneously disclose such information in compliance with applicable securities laws. The Holder shall remain entitled to exercise the Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings)Stock; or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Notes at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a1) the Company shall declare a dividend (or any other distribution) on its the Common Stock (other than that would require an adjustment in cash out of retained earnings)the Conversion Rate pursuant to Section 12.5; or (b2) the Company shall authorize the granting to the holders of its all or substantially all of the Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c3) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the properties and assets of the Company; or (d4) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) After the Company Effective Time, WPP shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting give notice to the holders Holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification record of the Common Stock Debentures of the Company (other pending occurrence of each Below Market Issuance, Cash Dividend and Asset Distribution not less than a subdivision or combination twenty Business Days prior to the ex-dividend date for such distribution and notice to the Holders of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders record of the Company is required, or Debentures of the sale or transfer occurrence of all or substantially all each Change of the assets Control within twenty Business Days after WPP obtains knowledge of the Company; or (d) such occurrence of the voluntary or involuntary dissolution, liquidation or winding-up a Change of the Company; the Company Control. WPP shall cause any such notice to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Debentures at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record of the holders of WPP ADSs is to be taken for the purpose of such dividend, distribution or rights, warrants or optionstransaction, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights WPP ADSs are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up transaction is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock WPP ADSs of record shall be entitled to exchange their Common Stock WPP ADSs for securities or other property deliverable upon such transaction. Notwithstanding anything in this paragraph to the contrary, neither WPP nor the Company shall not be obligated under this Indenture to provide notice to Holders of a Change of Control, other than as set forth in the preceding paragraph. 11A.11 Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege. If any of the following shall occur after the Effective Time, namely (i) any reclassification or change of outstanding WPP Ordinary Shares (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); (ii) any consolidation, combination, merger, scheme of arrangement or share exchange to which WPP is a party other than a merger or scheme of arrangement in which WPP is the continuing corporation and that does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding WPP Ordinary Shares; or (iii) any sale or conveyance of all or substantially all of the assets of WPP, then WPP, or such successor or purchasing corporation, as the case may be, and the Company shall, as a condition precedent to such reclassification, change, consolidation, combination, merger, scheme of arrangement, share exchange, salesale or conveyance, transferexecute and deliver to the Trustee a supplemental indenture providing that the Holder of each Debenture then outstanding shall have the right to convert such Debenture into (a) the Cash Conversion Amount and (b) the kind and amount of shares of capital stock and other securities and property (including cash) ("ACQUIROR SECURITIES") receivable upon such reclassification, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassificationchange, consolidation, combination, merger, salescheme of arrangement, share exchange, transfersale or conveyance by a holder of the number of WPP Ordinary Shares deliverable upon conversion of such Debenture immediately prior to the record date or effective date, dissolutionas applicable, liquidation of such reclassification, change, consolidation, combination, merger, scheme of arrangement, share exchange, sale or winding-up.conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price that shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 11A. If, in the case of any such consolidation, combination, merger, scheme of arrangement, share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of WPP Ordinary Shares includes shares of capital stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, combination, merger, scheme of arrangement, share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board of Directors of the Company and the Board of Directors of WPP shall reasonably consider necessary by reason of the foregoing. The provision of this Section 11A.11 shall similarly apply to successive consolidations, combinations, mergers, schemes of arrangement, share exchanges, sales or conveyances. Notwithstanding the foregoing, a distribution by WPP to all or substantially all holders of its WPP Ordinary Shares for which an adjustment to the Conversion Price or provision for conversion of the Debentures may be made pursuant to Section 11A.06 shall not be deemed

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, consolidation or share exchange merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Securities at its address appearing on the list provided for in Section 2.052.5, as promptly as possible but in any event at least ten fifteen days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Class A Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Class A Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value, or a conversion or reclassification of its Class B Common Stock solely into Class A Common Stock), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their Class A Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company Parent shall declare a dividend (or any other distribution) on its the Common Stock (other than in cash out of retained earnings)Stock; or (b) the Company Parent shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company Parent (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company Parent is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the properties and assets of the CompanyParent; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyParent; the Company and the Parent shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up." (m) Section 10.11 of the Indenture is amended in its entirety to read as follows:

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its the Common Stock (other than in cash out of retained earnings)Stock; or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the properties and assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Securities Notes at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, consolidation or share exchange merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; , the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Securities at its address appearing on the list provided for in Section 2.052.5, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, consolidation or share exchange merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Securities at its address appearing on the list provided for in Section 2.052.5, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company Parent shall declare a dividend (or any other distribution) on its the Common Stock (other than in cash out of retained earnings)Stock; or (b) the Company Parent shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company Parent (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company Parent is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the properties and assets of the CompanyParent; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyParent; the Company and the Parent shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company Guarantor shall declare a dividend (or any other distribution) on its the Common Stock (other than in cash out of retained earnings)Stock; or (b) the Company Guarantor shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company Guarantor (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company Guarantor is a party and for which approval of any stockholders holders of the Company Common Stock is required, or of the sale or transfer of all or substantially all of the properties and assets of the CompanyGuarantor; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or Guarantor; the Company shall cause to be filed with the Trustee and the Conversion Exchange Agent and to be mailed to each Holder of Securities at its address appearing on in the list provided for in Section 2.05Security Register, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) After the Company Effective Time, WPP shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting give notice to the holders Holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification record of the Common Stock Debentures of the Company (other pending occurrence of each Below Market Issuance, Cash Dividend and Asset Distribution not less than a subdivision or combination twenty Business Days prior to the ex-dividend date for such distribution and notice to the Holders of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders record of the Company is required, or Debentures of the sale or transfer occurrence of all or substantially all each Change of the assets Control within twenty Business Days after WPP obtains knowledge of the Company; or (d) such occurrence of the voluntary or involuntary dissolution, liquidation or winding-up a Change of the Company; the Company Control. WPP shall cause any such notice to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Debentures at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record of the holders of WPP ADSs is to be taken for the purpose of such dividend, distribution or rights, warrants or optionstransaction, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights WPP ADSs are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up transaction is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock WPP ADSs of record shall be entitled to exchange their Common Stock WPP ADSs for securities or other property deliverable upon such transaction. Notwithstanding anything in this paragraph to the contrary, neither WPP nor the Company shall not be obligated under this Indenture to provide notice to Holders of a Change of Control, other than as set forth in the preceding paragraph. 11A.11 Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege. If any of the following shall occur after the Effective Time, namely (i) any reclassification or change of outstanding WPP Ordinary Shares (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); (ii) any consolidation, combination, merger, scheme of arrangement or share exchange to which WPP is a party other than a merger or scheme of arrangement in which WPP is the continuing corporation and that does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding WPP Ordinary Shares; or (iii) any sale or conveyance of all or substantially all of the assets of WPP, then WPP, or such successor or purchasing corporation, as the case may be, and the Company shall, as a condition precedent to such reclassification, change, consolidation, combination, merger, scheme of arrangement, share exchange, salesale or conveyance, transferexecute and deliver to the Trustee a supplemental indenture providing that the Holder of each Debenture then outstanding shall have the right to convert such Debenture into (a) the Cash Conversion Amount and (b) the kind and amount of shares of capital stock and other securities and property (including cash) ("ACQUIROR SECURITIES") receivable upon such reclassification, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassificationchange, consolidation, combination, merger, salescheme of arrangement, share exchange, transfersale or conveyance by a holder of the number of WPP Ordinary Shares deliverable upon conversion of such Debenture immediately prior to the record date or effective date, dissolutionas applicable, liquidation of such reclassification, change, consolidation, combination, merger, scheme of arrangement, share exchange, sale or winding-up.conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price that shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 11A. If, in the case of any such consolidation, combination, merger, scheme of arrangement, share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of WPP Ordinary Shares includes shares of capital stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, combination, merger, scheme of arrangement, share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board of Directors of

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings)Stock; or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case:: ------------------------------ (a) the Company shall declare a dividend (or any other distribution) on its Class A Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Class A Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value, or a conversion or reclassification of its Class B Common Stock solely into Class A Common Stock), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Class A Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Class A Common Stock of record shall be entitled to exchange their Class A Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, consolidation or share exchange merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Securities at its address appearing on the list list, provided for in Section 2.052.5 of this Indenture, as promptly as possible but in any event at least ten fifteen days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.

Notice of Certain Transactions. In case: (a) the Company shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, consolidation or share exchange merger to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company; the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Securities at its address appearing on the list provided for in Section 2.052.5, as promptly as possible but in any event at least ten days prior to the applicable 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 rights, warrants or options, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, share exchange, transfer, dissolution, liquidation or winding-up.not

Notice of Certain Transactions. In case: (a) After the Company Effective Time, WPP shall declare a dividend (or any other distribution) on its Common Stock (other than in cash out of retained earnings); or (b) the Company shall authorize the granting give notice to the holders Holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification record of the Common Stock Debentures of the Company (other pending occurrence of each Below Market Issuance, Cash Dividend and Asset Distribution not less than a subdivision or combination twenty Business Days prior to the ex-dividend date for such distribution and notice to the Holders of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders record of the Company is required, or Debentures of the sale or transfer occurrence of all or substantially all each Change of the assets Control within twenty Business Days after WPP obtains knowledge of the Company; or (d) such occurrence of the voluntary or involuntary dissolution, liquidation or winding-up a Change of the Company; the Company Control. WPP shall cause any such notice to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities Debentures at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record of the holders of WPP ADSs is to be taken for the purpose of such dividend, distribution or rights, warrants or optionstransaction, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights WPP ADSs are to be determined, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, dissolution, liquidation or winding-up transaction is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock WPP ADSs of record shall be entitled to exchange their Common Stock WPP ADSs for securities or other property deliverable upon such transaction. Notwithstanding anything in this paragraph to the contrary, neither WPP nor the Company shall not be obligated under this Indenture to provide notice to Holders of a Change of Control, other than as set forth in the preceding paragraph. 11A.11 Effect of Reclassification, Consolidation, Merger, Share Exchange or Sale on Conversion Privilege. If any of the following shall occur after the Effective Time, namely (i) any reclassification or change of outstanding WPP Ordinary Shares (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); (ii) any consolidation, combination, merger, scheme of arrangement or share exchange to which WPP is a party other than a merger or scheme of arrangement in which WPP is the continuing corporation and that does not result in any reclassification of, or change (other than a change in name, or 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) in, outstanding WPP Ordinary Shares; or (iii) any sale or conveyance of all or substantially all of the assets of WPP, then WPP, or such successor or purchasing corporation, as the case may be, and the Company shall, as a condition precedent to such reclassification, change, consolidation, combination, merger, scheme of arrangement, share exchange, salesale or conveyance, transferexecute and deliver to the Trustee a supplemental indenture providing that the Holder of each Debenture then outstanding shall have the right to convert such Debenture into (a) the Cash Conversion Amount and (b) the kind and amount of shares of capital stock and other securities and property (including cash) ("Acquiror Securities") receivable upon such reclassification, dissolution, liquidation or winding-up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassificationchange, consolidation, combination, merger, salescheme of arrangement, share exchange, transfersale or conveyance by a holder of the number of WPP Ordinary Shares deliverable upon conversion of such Debenture immediately prior to the record date or effective date, dissolutionas applicable, liquidation of such reclassification, change, consolidation, combination, merger, scheme of arrangement, share exchange, sale or winding-up.conveyance. Such supplemental indenture shall provide for adjustments of the Conversion Price that shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article 11A. If, in the case of any such consolidation, combination, merger, scheme of arrangement, share exchange, sale or conveyance, the stock or other securities and property (including cash) receivable thereupon by a holder of WPP Ordinary Shares includes shares of capital stock or other securities and property of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, combination, merger, scheme of arrangement, share exchange, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debentures as the Board of Directors of

Notice of Certain Transactions. In casecase of any: (ai) action by the Company shall declare a dividend or one of its Subsidiaries that would require an adjustment in the Conversion Rate pursuant to Section 5(a)(v) or Section 5(g); (or any other distributionii) on its Common Stock (other than in cash out of retained earnings)Share Exchange Event; or (biii) the Company shall authorize the granting to the holders of its Common Stock of rights, warrants or options to subscribe for or purchase any share of any class or any other rights, warrants or options; or (c) of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding Common Stock, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation, merger, or share exchange to which the Company is a party and for which approval of any stockholders of the Company is required, or of the sale or transfer of all or substantially all of the assets of the Company; or (d) of the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCompany or any of its Subsidiaries; then, in each case (unless notice of such event is otherwise required pursuant to another provision of this Agreement), the Company shall cause deliver to be filed all Holders in accordance with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at its address appearing on the list provided for in Section 2.05, as promptly as possible but in any event at least ten days prior to the applicable date hereinafter specified, 14(f) a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution action by the Company or rights, warrants or options, one of its Subsidiaries or, if a record is not to be taken, the date as of which the holders of Common Stock Shareholders of record to be entitled to such dividend, distribution or rights are to be determineddetermined for the purposes of such action by the Company or one of its Subsidiaries, or (y) the date on which such reclassification, consolidation, merger, share exchange, sale, transferShare Exchange Event, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock Shareholders of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, transferShare Exchange Event, dissolution, liquidation or winding-up; or (z) the date on which such Tender Offer commenced, the date on which such Tender Offer is scheduled to expire unless extended, the consideration offered and the other material terms thereof (or the material terms of any amendment thereto). Such notice shall be given, in the case of any action covered by clause (x) above, at least 10 days prior to the Record Date for determining Shareholders for purposes of such action or, in the case of any action covered by clauses (y) through (z) above, at least 20 days prior to the applicable effective or expiration date specified above or, in any such case, prior to such earlier time as notice thereof shall be required to be given pursuant to Rule l0b-17 under the Exchange Act. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividendaction by the Company or one of its Subsidiaries, distribution, reclassification, consolidation, merger, sale, share exchange, transferShare Exchange Event, dissolution, liquidation or winding-up. If at any time the Company shall cancel any of the proposed transactions for which notice has been given under this Section 5(j) prior to the consummation thereof, the Company shall give each Holder prompt notice of such cancellation in accordance with Section 14(f) hereof.