Notice of Record Date. In the event: (A) the Company shall take a record of the holders of its Common Units (or other securities at the time issuable upon conversion of the Preferred Units) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any Units or any other securities, or to receive any other security; or (B) of any capital reorganization of the Company, any reclassification of the Common Units, or any Deemed Liquidation Event; or (C) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will send or cause to be sent to the holders of the Preferred Units a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Units (or such other Units or securities at the time issuable upon the conversion of the Preferred Units) shall be entitled to exchange their Common Units (or such other Units or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per Unit and character of such exchange applicable to the Preferred Units and the Common Units. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (ElectroCore, LLC), Limited Liability Company Agreement (ElectroCore, LLC)
Notice of Record Date. In the event:
: (Aa) the Company LLC shall take a record of the holders of its Common Units Shares (or other shares or securities at the time issuable upon conversion of the Preferred UnitsShares) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any Units shares of any class or any other securities, or to receive any other security; or
(Bb) of any capital reorganization of the CompanyLLC, any reclassification of the Common UnitsShares, or any Deemed Liquidation Event; or
or (Cc) of the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyLLC, then, and in each such case, the Company LLC will send or cause to be sent to the holders of the Preferred Units Shares a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Units Shares (or such other Units shares or securities at the time issuable upon the conversion of the Preferred UnitsShares) shall be entitled to exchange their Common Units Shares (or such other Units shares or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per Unit share and character of such exchange applicable to the Preferred Units Shares and the Common UnitsShares. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice.
Appears in 2 contracts
Sources: Operating Agreement (Day One Biopharmaceuticals Holding Co LLC), Operating Agreement (Day One Biopharmaceuticals Holding Co LLC)
Notice of Record Date. In the event:
event (Ai) the Company Corporation shall take a record of the holders of its Common Units (or other securities at the time issuable upon conversion of the Preferred Units) Stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any Units shares of capital stock of any class or any other securities, or to receive any other security; or
, (Bii) of any capital reorganization of the CompanyCorporation, any reclassification of the Common UnitsStock, or any Deemed Liquidation Event; or
Event or (Ciii) of the voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation, then, and in each such case, the Company Corporation will send or cause to be sent to the holders of the Preferred Units Common Stock a notice specifying, as the case may be, (ix) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (iiy) the effective date on which such capital reorganization, reclassification, consolidation, merger, transferDeemed Liquidation Event, dissolution, liquidation or winding-winding up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Units (or such other Units or securities at the time issuable upon the conversion of the Preferred Units) Stock shall be entitled to exchange their shares of Common Units (or such other Units or securities) Stock for securities or other property deliverable upon such capital reorganization, reclassification, consolidation, merger, transferDeemed Liquidation Event, dissolution, liquidation or winding-winding up, and the amount per Unit share and character of such exchange applicable to the Preferred Units and the Common UnitsStock. Such notice shall be sent at least 10 ten (10) days prior to the record date or effective date for the event specified in such notice.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Super League Gaming, Inc.), Common Stock Purchase Agreement (Super League Gaming, Inc.)
Notice of Record Date. In the event:
(A) event that the Company shall take a record of the holders of its Common Units Stock (or other capital stock or securities at the time issuable upon conversion exercise of the Preferred Unitsthis Warrant) for the purpose of (i) entitling or enabling them to receive any dividend or other distribution, or (ii) to receive any right to subscribe for or purchase any Units shares of capital stock of any class or any other securities, securities or to receive any other security; or
, or (Biii) of any capital reorganization of the Company, Company or any reclassification of the Common UnitsStock, or any Deemed Liquidation Event; or
(Cv) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will send or cause to be sent to the holders Holder of the Preferred Units this Warrant a notice specifying, as the case may be, (ix) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (iiy) the effective date on which such reorganization, reclassification, consolidationliquidation, merger, transfer, dissolution, liquidation dissolution or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Units Stock (or such other Units capital stock or securities at the time issuable upon the conversion exercise of the Preferred Unitsthis Warrant) shall be entitled to exchange their shares of Common Units Stock (or such other Units capital stock or securities) for securities or other property deliverable upon any such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation transaction or winding-upevent, and the amount per Unit share and character of such exchange applicable to the Preferred Units this Warrant and the Common UnitsStock. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice.
Appears in 2 contracts
Sources: Common Stock Purchase Agreement (Pacific Mercantile Bancorp), Additional Series B Stock Purchase Agreement (Pacific Mercantile Bancorp)
Notice of Record Date. In the event:
event (Ai) the Company Corporation shall take a record of the holders of its Common Units (or other securities at the time issuable upon conversion of the Preferred Units) Stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any Units shares of capital stock of any class or any other securities, or to receive any other security; or
, (Bii) of any capital reorganization of the CompanyCorporation, any reclassification of the Common UnitsStock, or any Deemed Liquidation Event; or
Event or (Ciii) of the voluntary or involuntary dissolution, liquidation or winding-winding up of the CompanyCorporation, then, and in each such case, the Company Corporation will send or cause to be sent to the holders of the Preferred Units Common Stock a notice specifying, as the case may be, (ix) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (iiy) the effective date on which such capital reorganization, reclassification, consolidation, merger, transferDeemed Liquidation Event, dissolution, liquidation or winding-winding up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Units (or such other Units or securities at the time issuable upon the conversion of the Preferred Units) Stock shall be entitled to exchange their shares of Common Units (or such other Units or securities) Stock for securities or other property deliverable upon such capital reorganization, reclassification, consolidation, merger, transferDeemed Liquidation Event, dissolution, liquidation or winding-winding up, and the amount per Unit share and character of such exchange applicable to the Preferred Units and the Common UnitsStock. Such notice shall be sent at least 10 ten (10) days prior to the record date or effective date for the event specified in such notice. 6.
Appears in 1 contract
Sources: Common Stock Purchase Agreement
Notice of Record Date. In the event:
(Ai) the Company Corporation shall take a record of the holders of its Common Units Stock (or other stock or securities at the time issuable upon conversion of the Series A Preferred UnitsStock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any Units shares of stock of any class or any other securities, or to receive any other securityright; or
(Bii) of any capital reorganization of the Company, Corporation or any reclassification of the Common Units, or any Deemed Liquidation EventStock of the Corporation; or
(Ciii) of the voluntary or involuntary dissolution, liquidation or winding-up of the CompanyCorporation, then, and in each such case, the Company Corporation will send or cause to be sent to the holders of the Series A Preferred Units Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Units Stock (or such other Units stock or securities at the time issuable upon the conversion of the Series A Preferred UnitsStock) shall be entitled to exchange their shares of Common Units Stock (or such other Units stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per Unit share and character of such exchange applicable to the Series A Preferred Units Stock and the Common UnitsStock. Such notice shall be sent at least 10 ten (10) days prior to the record date or effective date for the event specified in such notice. Any notice required by the provisions hereof to be given to a holder of shares of Preferred Stock shall be deemed sent to such holder if deposited in the United States mail, postage prepaid, and addressed to such holder at his, her or its address appearing on the books of the Corporation.
Appears in 1 contract