Notice of Certain Events.
25.1 If (a) In case the Company shall
propose, after the Distribution
Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Common Shares or to make any other distribution to the holders of
its Preferred Common Shares (other than a regular quarterly cash
dividend); dividend), (ii) to offer to the holders of
its Preferred Common Shares rights or warrants to subscribe for or to purchase any additional
Preferred Common Shares or shares of stock of
...any class or any other securities, rights or options; options, (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares); Common Shares), (iv) to effect any consolidation or merger into or with (other than a merger of a Subsidiary into or with the Company), to effect any other Person, share exchange with or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power earning power of the Company and its Subsidiaries (taken as a whole) to to, any other Person; Person, or (v) to effect the liquidation, dissolution or winding-up winding up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), Company, then, in each such case, the Company shall give to each holder of a Right Certificate and the Rights Agent, Certificate, in accordance with Section 26, 26 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution dissolution, or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or Preferred Shares or both, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or Preferred Shares or both, Shares, whichever shall be the earlier. 25.2 The (b) In case any of Section 11(a)(ii) Event or Section 13 Event shall occur, then, in any such case, (i) the Company shall, shall as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, 26 hereof, a notice that describes of the transaction in occurrence of such event, which notice shall include a brief summary of the a Person became an Acquiring Person Section 11(a)(ii) Event or Section 13 Event, as the case may be, and the consequences of the transaction thereof to holders of Rights. 14 26. Notices. (a) Notices or demands authorized by this Agreement to be given or made by the Rights under Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows: First Business Financial Services, Inc. PO Box 44961 Madison, WI 53744-4961 Attention: Secretary (b) Subject to the provisions of Section 11.1.2. 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: Computershare Trust Company, N.A. 2 North LaSalle Street Chicago, IL 60602 Attention: Client Services (c) Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
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Notice of Certain Events.
25.1 If the Company shall (a) If, after the Distribution
Date propose Date, the Company proposes (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Shares or to make any other distribution to the holders of
its Preferred Shares (other than a regular
quarterly periodic cash
dividend); dividend), (ii) to offer to the holders of
its Preferred Shares
rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stoc
...k of any class or any other securities, rights or options; options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares); Shares), (iv) to effect any consolidation or merger into or with any other Person, with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or Earning Power and earning power of the Company and its Subsidiaries (taken Subsidiaries, taken as a whole) whole, to any other Person; Person or Persons other than the Company or one or more of its wholly owned Subsidiaries, (v) to effect the liquidation, dissolution or winding-up winding up of the Company; Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, Shares or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to each holder of a Right Certificate Certificate, to the extent feasible and the Rights Agent, in accordance with Section 26, a reasonably detailed notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or and/or Preferred Shares or both, Shares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least ten 10 calendar days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least ten 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or and/or Preferred Shares or both, Shares, whichever shall be is the earlier. 25.2 The (b) In case any Triggering Event occurs, then, in any such case, the Company shall, will as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, a notice that describes in writing of the transaction in occurrence of such event, which specifies the a Person became an Acquiring Person event and the consequences of the transaction event to holders of Rights. (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of any Rights under or of any Common Shares for purposes of this Agreement. 36 26. Notices. (a) Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Rights Agent) as follows: comScore, Inc. 11950 Democracy Drive Suite 600 Reston, Virginia 20190 Attention: General Counsel (b) Subject to the provisions of Section 11.1.2. 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Company) as follows: American Stock Transfer & Trust Company, LLC 6201 15th Avenue Brooklyn, New York 11219 Attention: Relationship Management (c) Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate (or, if prior the Distribution Date, to the holder of any Common Shares) will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
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Notice of Certain Events.
25.1 If the Company shall (a) If, after the Distribution
Date propose Date, the Company proposes (i) to pay any dividend payable in stock of any class to the holders of
its Preferred Shares or to make any other distribution to the holders of
its Preferred Shares (other than a regular
quarterly periodic cash
dividend); dividend), (ii) to offer to the holders of
its Preferred Shares
rights rights, options or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stoc
...k of any class or any other securities, rights or options; options, (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares); Shares), (iv) to effect any consolidation or merger into or with any other Person, with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or Earning Power and earning power of the Company and its Subsidiaries (taken Subsidiaries, taken as a whole) whole, to any other Person; Person or Persons other than the Company or one or more of its wholly owned Subsidiaries, (v) to effect the liquidation, dissolution or winding-up winding up of the Company; Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, Shares or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall will give to each holder of a Right Certificate Certificate, to the extent feasible and the Rights Agent, in accordance with Section 26, a reasonably detailed notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or and/or Preferred Shares or both, Shares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least ten 10 calendar days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and and, in the case of any such other action, at least ten 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or and/or Preferred Shares or both, Shares, whichever shall be is the earlier. 25.2 The (b) In case any Triggering Event occurs, then, in any such case, the Company shall, will as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, a notice that describes in writing of the transaction in occurrence of such event, which specifies the a Person became an Acquiring Person event and the consequences of the transaction event to holders of Rights. (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of any Rights under or of any Common Shares for purposes of this Agreement. 33 26. Notices. (a) Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Rights Agent) as follows: Kaiser Aluminum Corporation 27422 Portola Parkway, Suite 200 Foothill Ranch, California 92610-2831 Attention: General Counsel (b) Subject to the provisions of Section 11.1.2. 21 hereof, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, or overnight delivery service, addressed (until another address is filed in writing with the Company) as follows: Computershare Inc. 250 Royall Street Canton, MA 02021 Attention: Client Services (c) Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate (or, if prior the Distribution Date, to the holder of any Common Shares) will be sufficiently given or made if sent in writing by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
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Notice of Certain Events. 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its
Preferred Common Shares or to make any other distribution to the holders of its
Preferred Common Shares (other than a regular quarterly cash dividend); (ii) to offer to the holders of its
Preferred Common Shares rights or warrants to subscribe for or to purchase any additional
Preferred Common Shares or shares of stock of any class or any other securities, rig
...hts or options; (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares); (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding-up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate and the Rights Agent, in accordance with Section 26, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up is to take place and the date of participation therein by the holders of the Common Shares or Preferred Common Shares or both, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or Preferred Common Shares or both, whichever shall be the earlier. 25.2 The Company shall, as soon as practicable after a Stock Acquisition Date, give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, a notice that describes the transaction in which the a Person became an Acquiring Person and the consequences of the transaction to holders of Rights under Section 11.1.2. 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if in writing and when sent by overnight delivery service or first-class mail, postage prepaid, properly addressed (until another address is filed in writing with the Rights Agent) as follows: Avis Budget Group, Inc. 6 Sylvan Way Parsippany, New Jersey 07054 Attention: Jean M. Sera Subject to the provisions of Section 21, any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be deemed given upon receipt and shall be sufficiently given or made if in writing when sent by overnight delivery service or registered or certified mail properly addressed (until another address is filed in writing with the Company) as follows: Computershare Inc. 150 Royall Street Canton, MA 02021 Attention: Client Services Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if in writing, when sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.
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Notice of Certain Events.
25.1 If (a) In case the Company shall
propose, at any time after the Distribution
Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of
its Preferred
Shares Stock or to make any other distribution to the holders of
its Preferred
Shares Stock (other than a regular quarterly cash
dividend); dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of
its Preferred
Shares Stock rights or warrants to subscribe for or to purcha
...se any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options; options, or (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Shares); Stock), or (iv) to effect any consolidation or merger into or with any other Person, Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets assets, cash flow or Earning Power earning power of the Company and its Subsidiaries (taken as a whole) to any other Person; Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding-up winding up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), Company, then, in each such case, the Company shall give to each holder of a Right Certificate Rights Certificate, to the extent feasible and the Rights Agent, in accordance with Section 26, 25 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution dissolution, or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or shares of Preferred Shares or both, Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (20) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least ten twenty (20) days prior to the date of the 22. Table of Contents taking of such proposed action or the date of participation therein by the holders of the Common Shares or shares of Preferred Shares or both, Stock, whichever shall be the earlier. 25.2 The (b) In case any of the events set forth in Section 11(a)(ii) hereof shall occur, then, in any such case, (i) the Company shall, shall as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26, 25 hereof, a notice that describes of the transaction in occurrence of such event, which shall specify the a Person became an Acquiring Person event and the consequences of the transaction event to holders of Rights under Section 11.1.2. 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities. Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, the consummation of either of the Mergers contemplated by the Merger Agreement shall not, in and of themselves, give rise to any notice obligation under this Section 24.
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Notice of Certain Events.
25.1 If (a)In case the Company shall
propose, at any time after the Distribution
Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of
its Preferred
Shares Stock or to make any other distribution to the holders of
its Preferred
Shares Stock (other than a regular quarterly cash
dividend); dividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of
its Preferred
Shares Stock rights or warrants to subscribe for or to purchas
...e any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options; options, or (iii) to effect any reclassification of its Preferred Shares Stock (other than a 30 Exhibit 4.1 reclassification involving only the subdivision of outstanding shares of Preferred Shares); Stock), or (iv) to effect any consolidation or merger into or with any other Person, Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets assets, cash flow or Earning Power earning power of the Company and its Subsidiaries (taken as a whole) to any other Person; Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding-up winding up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), Company, then, in each such case, the Company shall give to each holder of a Right Certificate Rights Certificate, to the extent feasible and the Rights Agent, in accordance with Section 26, 26 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution dissolution, or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or shares of Preferred Shares or both, Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or shares of Preferred Shares or both, Stock, whichever shall be the earlier. 25.2 The (b)In case any of the events set forth in Section 11(a)(ii) hereof shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities. (c)In case any Section 13 Event shall occur, then the Company shall, as soon as practicable after thereafter, give to each registered holder of a Stock Acquisition Date, give Rights Certificate, to the extent feasible, and to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, 26 hereof, a written notice that describes of the transaction in occurrence of such event, which the a Person became an Acquiring Person notice shall describe such event and the consequences of the transaction such event to holders of Rights under Section 11.1.2. 13(a) hereof.
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Notice of Certain Events.
25.1 If the Company shall (a) If, after the Distribution
Date propose Date, the Company proposes (i)
to pay any dividend payable in stock of any class to the holders of its Preferred Shares or to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend); (ii) to offer to the holders of
its Preferred Common Shares
rights or Warrants rights, options or warrants to subscribe for or to purchase any additional
Preferred Shares Common Shares, War...rants or shares of stock of any class or any other securities, rights or options; (iii) to effect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares); (iv) options, (ii) to effect any consolidation or merger into or with any other Person, with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or Earning Power and earning power of the Company and its Subsidiaries (taken Subsidiaries, taken as a whole) whole, to any other Person; (v) Person or Persons other than the Company or one or more of its wholly owned Subsidiaries, (iii) to effect the liquidation, dissolution or winding-up winding up of the Company; Company, or (vi) (iv) to declare or pay any dividend on the Common Shares or Warrants payable in Common Shares, Shares or Warrants or to effect a subdivision, combination or consolidation reclassification of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), Warrants then, in each such case, the Company shall will give to each holder of a Right Certificate Certificate, to the extent feasible and the Rights Agent, in accordance with Section 26, and the Right Agent, a reasonably detailed notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or Preferred Shares or both, Warrants, as applicable, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above (iv) above, at least ten 10 calendar days prior to the record date for determining holders of the Preferred Common Shares or Warrants, as applicable, for purposes of such action, and and, in the case of any such other action, at least ten 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or Preferred Shares or both, Warrants, as applicable, whichever shall be is the earlier. 25.2 The (b) In case any Triggering Event occurs, then, in any such case, the Company shall, will as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Certificate, in 41 accordance with Section 26, a notice that describes of the transaction in occurrence of such event, which specifies the a Person became an Acquiring Person event and the consequences of the transaction event to holders of Rights. (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of any Rights under Section 11.1.2. or of any Common Shares or Warrants for purposes of this Agreement, but shall not constitute sufficient notice to the Rights Agent.
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Notice of Certain Events.
25.1 If (a) In case the Company shall
at any time after the
earlier of the Distribution
Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred
Shares Stock or to make any other distribution to the holders of its Preferred
Shares Stock (other than a regular quarterly
or other periodic cash
dividend); dividend), (ii) to offer to the holders of its Preferred
Shares Stock rights or warrants to subscribe for or to purchase any
...additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options; options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Shares); Stock), (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding-up winding up of the Company; Company, or (vi) (v) to declare or pay any dividend on the Common Shares Stock payable in Common Shares, Stock or to effect a subdivision, combination or consolidation of the Common Shares Stock (by reclassification or otherwise than by payment of dividends in Common Shares), Stock), then, in each such case, the Company shall give to each holder of a Right Certificate and the Rights Agent, Certificate, in accordance with Section 26, 26 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution subdivision, combination or winding-up consolidation is to take place and the date of participation therein by the holders of the Common Shares or Stock and/or Preferred Shares or both, Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or Stock and/or Preferred Shares or both, Stock, whichever shall be the earlier. 25.2 The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company shall, or the vote upon any such action. 34 (b) In case any event described in Section 11(a)(ii) or Section 13 shall occur, then (i) the Company shall as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Certificate, Certificate (or if occurring prior to the Distribution Date, the holders of the Common Stock) in accordance with Section 26, 26 hereof, a notice that describes of the transaction in occurrence of such event, which the a Person became an Acquiring Person notice shall describe such event and the consequences of the transaction such event to holders of Rights under Section 11.1.2. 11(a)(ii) and Section 13 hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.
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Notice of Certain Events.
25.1 If (b) Notice of Events Affecting Rights. In case the Company shall
propose at any time after
the earlier of the Distribution Date
propose or the Stock Acquisition Date (i) to pay any dividend payable in stock of any class to the holders of
its Preferred
Shares Stock or to make any other distribution to the holders of
its Preferred
Shares (other than a regular quarterly cash dividend); Stock, (ii) to offer to the holders of its Preferred
Shares Stock rights or warrants to subscribe for or t
...o purchase any additional shares of Preferred Shares Stock or shares of stock of any class or any other securities, rights or options; options, (iii) to effect any reclassification of its Preferred Shares Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Shares); Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, (v) to effect any consolidation or merger into or with any other Person, with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets assets, cash flow or Earning Power earning power of the Company and its Subsidiaries (taken as a whole) to to, any other Person; (v) Person (other than pursuant to effect the liquidation, dissolution a merger or winding-up other acquisition agreement of the Company; type described in Section 1(d)(2)(A)(z) hereof) or (vi) to declare or pay any dividend on the Common Shares Stock payable in Common Shares, Stock or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), Stock, then, in each such case, the Company shall give to each holder of a Right Certificate and the Rights Agent, Certificate, in accordance with Section 26, 26 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or Stock and/or Preferred Shares or both, Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause clauses (i) or (ii) above at least ten 10 days prior to the record date for determining holders of the Preferred Shares Stock for purposes of such action, and in the case of any such other action, at least ten 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Shares or Stock and/or Preferred Shares or both, Stock, whichever shall be the earlier. 25.2 The 37 (a) Notice of Acquiring Person Events. In case any event set forth in Sections 11(a)(ii) or 13 hereof shall occur then, in any such case, (i) the Company shall, shall as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Certificate, to the extent feasible and in accordance with Section 26, 26 hereof, a notice that describes of the transaction in occurrence of such event, which shall specify the a Person became an Acquiring Person event and the consequences of the transaction event to holders of Rights under Sections 11(a)(ii) and 13 hereof, and (ii) all references in this Section 11.1.2. 25 to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.
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Notice of Certain Events.
35 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its
Preferred Common Shares or to make any other distribution to the holders of its
Preferred Common Shares (other than a regular
quarterly periodic cash
dividend); dividend, if any); (ii) to offer to the holders of its
Preferred Common Shares rights or warrants to subscribe for or to purchase any additional
Preferred Common Shares or shares of stock of any cla
...ss or any other securities, rights or options; (iii) to effect any reclassification of its Preferred Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Common Shares); (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or Earning Power of the Company and its Subsidiaries (taken as a whole) to any other Person; (v) to effect the liquidation, dissolution or winding-up winding up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate and the Rights Agent, Right, in accordance with Section 26, a reasonably detailed notice of such the proposed action, which shall specify the record date for the purposes of such a stock dividend, or distribution of rights or warrants, or the date on which such a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution or winding-up winding up is to take place and the date of participation therein by the holders of the Common Shares or Preferred Shares or both, Shares, if any such date is to be fixed, and such the notice shall be so given given, in the case of any action covered by clause (i) or (ii) above above, at least ten (10) days prior to the record date for determining holders of the Preferred Common Shares for purposes of such action, and and, in the case of any such other action, action covered by clauses (iii) to (vi) above, at least ten (10) days prior to the date of the taking of such the proposed action or the date of participation therein by the holders of the Common Shares or Preferred Shares or both, Shares, whichever shall be the earlier. The failure to give notice required by this Section 25.1 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. 25.2 The In case any Section 11.1.2 Event shall occur, then the Company shall, shall as soon as practicable after a Stock Acquisition Date, thereafter give to the Rights Agent and each holder of a Right Rights Certificate, in accordance with Section 26, 26 hereof, a notice that describes of the transaction in occurrence of the event, which notice shall specify the a Person became an Acquiring Person event and the consequences of the transaction event to holders of Rights under Section 11.1.2. 11.1.2 hereof.
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