Common use of Notice to Holders Prior to Certain Actions Clause in Contracts

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall pay a dividend (or any other distribution) on shares of Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 6.04; or (b) the Company shall issue rights or warrants to the holders of all or substantially all of the shares of Common Stock to subscribe for or purchase any shares of any class of Capital Stock or any other rights or warrants; or (c) of any reclassification or change of the outstanding shares of Common Stock (other than 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), or of any consolidation or merger of the Company with or into another Person, or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s assets and those of the Company’s Subsidiaries taken as a whole to any other Person or Persons; or (d) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder at such Holder’s address appearing on the list of Holders provided for in Section 3.06 of this Indenture, as promptly as practicable but in any event at least 30 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 or distribution of Common Stock rights, warrants, cash or other assets, evidences of indebtedness, securities or rights to purchase the Company’s 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 or rights are to be determined, or (y) the date on which such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition or liquidation, dissolution 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 shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, 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, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case:, (a) the Company shall pay declare a dividend (or any other distribution) on shares of its Common Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 6.0413.04; or (b) the Company shall issue rights or warrants authorize the granting to the holders of all or substantially all of the shares of its Common Stock of rights or warrants to subscribe for or purchase any shares share of any class of Capital Stock or any other rights or warrants; or (c) of any reclassification or change reorganization of the outstanding shares of 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 as a result of a subdivision or combination), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company with or into another Personis required, or any sale, lease, transfer, conveyance of the sale or other disposition transfer of all or substantially all of the Company’s assets and those of the Company’s Subsidiaries taken as a whole to Company or any other Person or Personsof its significant subsidiaries; or (d) liquidationof the voluntary or involuntary dissolution, dissolution liquidation or winding up of the Company, whether voluntary Company or involuntaryany of its significant subsidiaries; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at such Holder’s address appearing on the list of Holders Security holders provided for in Section 3.06 3.05 of this Indenture, as promptly as practicable but in any event at least 30 15 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 or dividend, distribution of Common Stock rights, warrants, cash or other assets, evidences of indebtedness, securities or rights to purchase the Company’s securitiesor warrants, 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, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition or liquidationdissolution, 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 shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, 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, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall pay a dividend (or any other distribution) on shares of Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 6.04; or (b) the Company shall issue rights or warrants to the holders of all or substantially all of the shares of Common Stock to subscribe for or purchase any shares of any class of Capital Stock or any other rights or warrants; or (c) of any reclassification or change of the outstanding shares of Common Stock (other than 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), or of any consolidation or merger of the Company with or into another Person, or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s assets and those of the Company’s Subsidiaries taken as a whole to any other Person or Persons; or (d) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder at such Holder▇▇▇▇▇▇’s address appearing on the list of Holders provided for in Section 3.06 of this Indenture, as promptly as practicable but in any event at least 30 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 or distribution of Common Stock rights, warrants, cash or other assets, evidences of indebtedness, securities or rights to purchase the Company’s 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 or rights are to be determined, or (y) the date on which such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition or liquidation, dissolution 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 shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, 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, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In caseIf: (a) the Company shall pay declares a dividend (or any other distribution) on shares of its Class A Common Stock and/or Class B Common Stock (other than in cash out of retained earnings or other than a dividend that would require results in an adjustment in the Conversion Rate Price pursuant to Section 6.0412.5 as to which the Company has made an election in accordance with Section 12.5(m)); or (b) the Company shall issue rights or warrants authorizes the granting to the holders of all or substantially all of the shares holders of its Class A Common Stock and/or Class B Common Stock of rights or warrants to subscribe for or purchase any shares share of any class of Capital Common Stock or Class B Common Stock or any other rights or warrantswarrants (other than rights or warrants referred to in the second paragraph of Section 12.5(d)); or (c) of there is any reclassification or change of the outstanding shares of Class A Common Stock or Class B Common Stock (other than a subdivision or combination of outstanding shares of Class A Common Stock or Class B 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 as a result of a subdivision or combination), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company with or into another Personis required, or any sale, lease, transfer, conveyance the sale or other disposition transfer of all or substantially all of the Company’s assets and those of the Company’s Subsidiaries taken as a whole to any other Person or Persons; or (d) liquidationthere is any voluntary or involuntary dissolution, dissolution liquidation or winding winding-up of the Company, whether voluntary or involuntary; then, in each case, then the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder holder of Notes at such Holder’s his or her address appearing on the list of Holders provided Register maintained for in Section 3.06 of this Indenture, that purpose as promptly as practicable possible but in any event at least 30 15 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 or dividend, distribution of Common Stock rights, warrants, cash or other assets, evidences of indebtedness, securities or rights to purchase the Company’s securitiesor warrants, or, if a record is not to be taken, the date as of which the holders of Class A Common Stock and/or Class B 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, change, consolidation, merger, sale, lease, transfer, conveyance dissolution, liquidation or other disposition or liquidation, dissolution or winding 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 and/or Class B Common Stock of record shall be entitled to exchange their shares of Class A Common Stock or Class B Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding 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, transfer, dissolution, liquidation or winding winding-up.

Notice to Holders Prior to Certain Actions. In case:, (a) the Company shall pay declare a dividend (or any other distribution) on shares of its Common Stock that would require an adjustment in the Conversion Rate Price pursuant to Section 6.0415.04; or (b) the Company shall issue rights or warrants authorize the granting to the holders of all or substantially all of the shares of its Common Stock of rights or warrants to subscribe for or purchase any shares share of any class of Capital Stock or any other rights or warrants; or (c) of any reclassification or change reorganization of the outstanding shares of 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 as a result of a subdivision or combination), or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company with or into another Personis required, or any sale, lease, transfer, conveyance of the sale or other disposition transfer of all or substantially all of the Company’s assets and those of the Company’s Subsidiaries taken as a whole to Company or any other Person or Personsof its significant subsidiaries; or (d) liquidationof the voluntary or involuntary dissolution, dissolution liquidation or winding up of the Company, whether voluntary Company or involuntaryany of its significant subsidiaries; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder of Securities at such Holder’s 's address appearing on the list of Holders Security holders provided for in Section 3.06 3.05 of this Indenture, as promptly as practicable but in any event at least 30 15 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 or dividend, distribution of Common Stock rights, warrants, cash or other assets, evidences of indebtedness, securities or rights to purchase the Company’s securitiesor warrants, 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, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition or liquidationdissolution, 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 shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, 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, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall pay a dividend (or any other distribution) on shares of Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 6.047.04; or (b) the Company shall issue rights or warrants to the holders of all or substantially all of the shares of Common Stock to subscribe for or purchase any shares of any class of Capital Stock or any other rights or warrants; or (c) of any reclassification or change of the outstanding shares of Common Stock (other than 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), or of any consolidation or merger of the Company with or into another Person, or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s assets and those of the Company’s Subsidiaries taken as a whole to any other Person or Persons; or (d) liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder at such Holder’s address appearing on the list of Holders provided for in Section 3.06 of this Indenture, as promptly as practicable but in any event at least 30 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 or distribution of Common Stock rights, warrants, cash or other assets, evidences of indebtedness, debt securities or rights to purchase the Company’s 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 or rights are to be determined, or (y) the date on which such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance or other disposition or liquidation, dissolution 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 shares of Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, 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, transfer, dissolution, liquidation or winding up.

Notice to Holders Prior to Certain Actions. In case: (a) the Company shall pay declare a dividend (or any other distribution) on shares of Common Stock its Ordinary Shares that would require an adjustment in the Conversion Rate pursuant to Section 6.0415.04; or (b) the Company shall issue rights or warrants authorize the granting to the holders of all or substantially all of the shares holders of Common Stock its Ordinary Shares of rights or warrants to subscribe for or purchase any shares share of any class of Capital Stock or any other rights or warrantswarrants that would require an adjustment in the Conversion Rate pursuant to Section 15.04; or (c) of any reclassification or change of the outstanding shares Ordinary Shares of Common Stock the Company (other than a subdivision or combination of its outstanding Ordinary Shares, or 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), or of any consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company with or into another Personis required, or any sale, lease, transfer, conveyance of the sale or other disposition transfer of all or substantially all of the Company’s assets and those of the Company’s Subsidiaries taken as a whole to any other Person or Persons; or (d) liquidationof the voluntary or involuntary dissolution, dissolution liquidation or winding winding-up of the Company, whether voluntary or involuntary; then, in each case, the Company shall cause to be filed with the Trustee and the Conversion Agent and to be mailed to each Holder Noteholder at such Holder’s his address appearing on the list of Holders Note register, provided for in Section 3.06 2.06 of this Indenture, as promptly as practicable possible but in any event at least 30 twenty days prior to the applicable date hereinafter specifiedspecified in clause (x) or (y) below, as the case may be, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend or dividend, distribution of Common Stock rights, warrants, cash or other assets, evidences of indebtedness, securities or rights to purchase the Company’s securitiesor warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock Ordinary Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on which such reclassification, change, consolidation, merger, sale, lease, transfer, conveyance dissolution, liquidation or other disposition or liquidation, dissolution or winding winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock Ordinary Shares of record shall be entitled to exchange their shares of Common Stock Ordinary Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding 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, transfer, dissolution, liquidation or winding winding-up.