Notices for Adjustments. under Section 4 and Certain Other Events. In the event of: (a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or the occurrence of any Extraordinary Transaction; or (c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or (d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issuance of Warrant Shares); then, and in each such event, the Company will mail by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company pursuant to Section 8.2 hereof, a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, Extraordinary Transaction, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, Extraordinary Transaction, dissolution, liquidation or winding up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. All notices to be given pursuant to subsection (a) of this Section 8.1 shall be mailed at least fifteen (15) days prior to the record date of such events described therein. All notices to be given pursuant to subsections (b) through (d) of this Section 8.1 shall be mailed at least thirty (30) days prior to the record date of such events described therein.
Appears in 1 contract
Sources: Note and Series a Iii Warrant Purchase Agreement (Intracel Corp)
Notices for Adjustments. under Section 4 and Certain Other Events. In the event of:
(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right; or
(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or the occurrence of any Extraordinary Transaction; or
(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company; or
(d) any proposed issue or grant by the Company of any shares of stock of any class or any other securities, or any right or option to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities (other than the issuance of Warrant Shares); then, and in each such event, the Company will mail by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company pursuant to Section 8.2 hereof, a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, Extraordinary Transaction, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock shall be entitled to exchange their shares of Common Stock for securities or other property deliverable on such reorganization, reclassification, recapitalization, Extraordinary Transaction, dissolution, liquidation or winding up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. All notices to be given pursuant to subsection (a) of this Section 8.1 shall be mailed at least fifteen (15) days prior to the record date of such events described therein, and in any event at least twenty-five (25) days prior to the actual event. All notices to be given pursuant to subsections (b) through (d) of this Section 8.1 shall be mailed at least thirty (30) days prior to the record date of such events described therein.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Intracel Corp)