Prior Notice of Certain Events. In the event that: (a) the Company shall declare any dividend, whether payable in cash or in any capital stock upon its Common Stock, or authorize any other issuance or distribution to the holders of its Common Stock; or (b) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company or a sale of all or substantially all its assets; or (c) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any of said cases, the Company shall give prior written notice, by first-class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such registered Holder as shown on the registration books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights, (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall be consummated, or (iii) such other event shall be consummated, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall receive said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least thirty (30) days prior to the date of the event in question and the record date or the date on which the Company's transfer books are closed in respect thereto.
Appears in 4 contracts
Sources: Loan Agreement (Cyberguard Corp), Warrant to Purchase Common Stock (Cyberguard Corp), Loan Agreement (Cyberguard Corp)
Prior Notice of Certain Events. In the event that:
(a) the Company Maker shall declare any dividend, whether payable in cash or in any capital stock upon its Common Stock, or authorize any other issuance or distribution to the holders of its Common Stock; or
(b) there shall be any capital reorganization or reclassification of the capital stock of the CompanyMaker, or consolidation or merger of the Company Maker with another entity or a sale of all or substantially all its assets; or
(c) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the CompanyMaker; then, in any of said cases, the Company Maker shall give prior written notice, by first-class mail, postage prepaid, addressed to the registered Holder of this Warrant Note at the address of such registered Holder as shown on the registration books of the CompanyMaker, of the date on which (i) the books of the Company Maker shall close or a record shall be taken for such stock dividend, distribution or subscription rights, (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall be consummated, or (iii) such other event shall be consummated, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall receive said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least thirty (30) days prior to the date of the event in question and the record date or the date on which the CompanyMaker's transfer books are closed in respect thereto.
Appears in 2 contracts
Sources: Loan Agreement (Cyberguard Corp), Loan Agreement (Cyberguard Corp)
Prior Notice of Certain Events. In the event that:
(a) the Company shall declare any dividend, whether payable in cash or in any capital stock upon its Common Stock, or authorize any other issuance or distribution to the holders of its Common Stock; or
(b) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company or a sale of all or substantially all its assets; or
(c) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any of said cases, the Company shall give prior written notice, by first-class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such registered Holder as shown on the registration books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights, (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall be consummated, or (iii) such other event shall be consummated, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall receive said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least thirty (30) days prior to the date of the event in question and the record date or the date on which the Company's ’s transfer books are closed in respect thereto.
Appears in 1 contract
Prior Notice of Certain Events. In the event that:
(a) the Company shall declare any dividend, whether payable in cash or in any capital stock upon its Common Stock, or authorize any other issuance or distribution to the holders of its Common Stock; or
(b) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company or a sale of all or substantially all its assets; or
(c) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any of said cases, the Company shall give prior written notice, by first-class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such registered Holder as shown on the registration books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights, (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall be consummated, or (iii) such other event shall be consummated, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall receive said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given at least thirty (30) days prior to the date of the event in question and the record date or the date on which the Company's transfer books are closed in respect thereto.written
Appears in 1 contract
Sources: Warrant Agreement (Proctor David)
Prior Notice of Certain Events. In the event that:
(a) the Company shall declare pay any dividend, whether payable in cash or in any capital stock upon its Common Stock, Stock or authorize make any other issuance or distribution to the holders of its Common Stock; or
(b) there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation or a sale of all or substantially all its assets; or
(c) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; then, in any of said cases, the Company shall give prior written notice, by first-class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such registered Holder as shown on the registration books of the Company, of the date on which (i) the books of the Company shall close or a record shall be taken for such stock dividend, distribution or subscription rights, (ii) such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall be consummated, or (iii) such other event shall be consummated, as the case may be. Such notice shall also specify the date as of which the holders of the Common Stock of record shall receive said dividend, distribution or subscription rights or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, merger or sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given given, to the extent reasonably practicable, at least thirty (30) days prior to the date of the event in question and the record date or the date on which the Company's transfer books are closed in respect thereto.
Appears in 1 contract
Sources: Loan Agreement (Cyberguard Corp)