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 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 Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any other securities, rights or options; (iii) to eff
...ect any reclassification of its Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred 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 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 days prior to the record date for determining holders of the Preferred Shares for purposes of such action, and in the case of any such other action, at least ten 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, 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.
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Notice of Certain Events.
25.1 (a) If
the Company shall after the Distribution Date
propose 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 stock of any c
...lass 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), Shares, then, in each such case, the Company shall will give to the Rights Agent and each holder of a Right Certificate 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 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 the holders of the Preferred Shares for the 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 34 (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, 26 hereof, 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 the holders of Rights. (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a press release issued with national distribution or a filing by the Company with the SEC shall constitute sufficient notice to the holders of any Rights under Section 11.1.2. or of any Common Shares for the purposes of this Agreement.
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Notice of Certain Events.
25.1 (a) If
the Company shall after the Distribution Date
propose 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 stock of any c
...lass 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), Shares, then, in each such case, the Company shall will give to the Rights Agent and each holder of a Right Certificate 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 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 the holders of the Preferred Shares for the 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 34 (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, 26 hereof, 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 the holders of Rights. (c) Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date, a filing by the Company with the SEC shall constitute sufficient notice to the holders of any Rights under Section 11.1.2. or of any Common Shares for the purposes of this Agreement.
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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 36 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, in either case to any other Person; Person or Persons (other than the Company or one or more of its Subsidiaries in one or more transactions each of which complies with Section 11(o) above), (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 and the Rights Agent, to the extent feasible and 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 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 under Section 11.1.2. Rights.
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Notice of Certain Events. 25.1 If the Company
shall shall, at any time after the Distribution
Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of
its the Preferred Shares or to make any other distribution to the holders of
its the Preferred Shares (other than a regular quarterly cash
dividend); dividend), (ii) to offer to the holders of
its the Preferred Shares rights or warrants to subscribe for or to purchase any additional Preferred Shares or shares of stock of any class or any o
...ther securities, rights or options; options, (iii) to effect any reclassification of its the Preferred Shares (other than a reclassification involving only the subdivision of outstanding Preferred Shares); Shares), (iv) to effect any share exchange, 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 or Earning Power of the Company and its Subsidiaries (taken as a whole) to to, any other Person; Person, (v) to effect the liquidation, dissolution or winding-up of the Company; 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, 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 share exchange, 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 Shares, the Series D Preferred Shares, the Preferred Shares or both, all, 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 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, the Series D Preferred Shares, the Preferred Shares or both, all, 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. -30- 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, Certificate (or, if occurring prior to the Distribution Date, the holders of Common Shares and Series D Preferred Shares), 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.
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