Notices Clause Example with 7 Variations from Business Contracts
This page contains Notices clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Notices. (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy of... such certificate to be delivered to the Holder of this Warrant. (b)In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or (iii) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver or cause to be delivered to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a 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, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, 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 (or such other stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least 15 days prior to the date therein specified.View More
Variations of a "Notices" Clause from Business Contracts
Notices. (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, In the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy... of such certificate to be delivered to the Holder of this Warrant. (b)In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, (iii) of any reclassification of the capital stock of the Company, (iv) -6- of any consolidation Change of Control Event or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or (iii) (v) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver mail or cause to be delivered mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a 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, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, Change of Control Event, dissolution, liquidation or winding-up is expected to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant shall be entitled to exchange their shares of Common Stock (or such other stock or securities) securities for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, Change of Control Event, dissolution, liquidation or winding-up. Such notice shall be delivered mailed or otherwise given at least 15 ten (10) days prior to the date therein specified. View More
Notices. (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, In the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy... of such certificate to be delivered to the Holder of this Warrant. (b)In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, (iii) of any reclassification of the capital stock of the Company, (iv) of any consolidation Change of Control or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or (iii) (v) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver mail or cause to be delivered mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a 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, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, Change of Control, 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 (or such other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant shall be entitled to exchange their shares of Common Stock (or such other stock or securities) securities for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, Change of Control, dissolution, liquidation or winding-up. Such notice shall be delivered mailed at least 15 five (5) days prior to the date therein specified. View More
Notices. (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, In the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy... of such certificate to be delivered to the Holder of this Warrant. (b)In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, (iii) of any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or (iii) (iv) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver mail or cause to be delivered mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a 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, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, 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 (or such other stock or the securities at the time receivable upon the exercise of this Warrant) Warrant shall be entitled to exchange their shares of Common Stock (or such other stock or securities) securities for the securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered given at least 15 ten (10) days prior to the date therein specified. View More
Notices. (a) Whenever the Exercise Price or number of the shares purchasable hereunder shall be adjusted pursuant to Section 10 13 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the 5 Exercise Price and number of the shares purchasable hereunder after giving effect to such adjustment, and shall... cause a copy of such certificate to be delivered to the Holder of this Warrant. (b)In Warrant by overnight courier service. (b) In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, corporation or entity, or any conveyance of all or substantially all of the assets of the Company to another corporation, corporation or entity, or (iii) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver or cause to be delivered to the Holder or Holders by overnight courier a notice specifying, as the case may be, (A) the date on which a 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, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, 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 (or such other stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least 15 ten days prior to the record date specified in (A) above or twenty (20) days prior to the date therein specified. specified in (B) above, in each case by overnight courier. (c) All Notices under this Warrant shall be sent if to the Company at: If to holder of Warrant: The Karlsson Group, Inc. 18 Ozone Avenue Venice, CA 90291 Facsimile: 310-933-0262 E-mail: sevenciel@ca.rr.com Attention: Michael Stone with a copy, which shall not constitute notice, to: Law Offices of Richard C. Weisberg 33 Derwen Road Bala Cynwyd, PA 19004 Facsimile 215-689-1504 E-mail: weisberg@weisberg-law.com Attention: Mr. Richard Weisberg 6 If to Company: Prospect Global Resources, Inc. 1401 17th Street, Suite 1550 Denver, CO 80202 Facsimile: 720-294-0402 E-Mail: gdangler@prospectGRI.com Attention: Mr. Greg Dangler with a copy, which shall not constitute notice, to: Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 Denver, CO 80202 Facsimile: 303-223-1111 E-Mail: jknetsch@bhfs.com Attention: Jeffrey M. Knetsch Any party may by notice given in accordance with this Section 11(c) to the other party designate another address or person for receipt of notices hereunder. View More
Notices. (a) Whenever the Exercise Price or number of the shares purchasable hereunder shall be adjusted pursuant to Section 10 13 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of the shares purchasable hereunder after giving effect to such adjustment, and shall... cause a copy of such certificate to be delivered to the Holder of this Warrant. (b)In Warrant by overnight courier service. 5 (b) In case: (i) the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, corporation or entity, or any conveyance of all or substantially all of the assets of the Company to another corporation, corporation or entity, or (iii) of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver or cause to be delivered to the Holder or Holders by overnight courier a notice specifying, as the case may be, (A) the date on which a 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, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, 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 (or such other stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least 15 ten days prior to the record date specified in (A) above or twenty (20) days prior to the date therein specified. specified in (B) above, in each case by overnight courier. (c) All Notices under this Warrant shall be sent if to the Company at: If to holder of Warrant: The Karlsson Group, Inc. 18 Ozone Avenue Venice, CA 90291 Facsimile: 310-933-0262 E-mail: sevenciel@ca.rr.com Attention: Michael Stone with a copy, which shall not constitute notice, to: Law Offices of Richard C. Weisberg 33 Derwen Road Bala Cynwyd, PA 19004 Facsimile 215-689-1504 E-mail: weisberg@weisberg-law.com Attention: Mr. Richard Weisberg 6 If to Company: Prospect Global Resources, Inc. 1401 17th Street, Suite 1550 Denver, CO 80202 Facsimile: 720-294-0402 E-Mail: gdangler@prospectGRI.com Attention: Mr. Greg Dangler with a copy, which shall not constitute notice, to: Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 Denver, CO 80202 Facsimile: 303-223-1111 E-Mail: jknetsch@bhfs.com Attention: Jeffrey M. Knetsch Any party may by notice given in accordance with this Section 11(c) to the other party designate another address or person for receipt of notices hereunder. View More
Notices. (a) Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9.01 of the Loan Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder immediately upon any... adjustment of the Exercise Price or number of shares purchasable hereunder shall be adjusted pursuant to Section 10 hereof, the Company shall issue a certificate signed by its Chief Financial Officer or President, Price, setting forth, forth in reasonable detail, and certifying, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Exercise Price and number of shares purchasable hereunder after giving effect to such adjustment, and shall cause a copy calculation of such certificate to be delivered to adjustment. (b) In the Holder of this Warrant. (b)In case: event: (i) that the Company shall take a record of the holders of its Common Stock (or other capital stock or securities at the time receivable issuable upon the exercise of this the Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other right, security; or 7 (ii) of any capital reorganization of the Company, any reclassification of the capital stock Common Stock of the Company, any consolidation or merger of the Company with or into another corporation, Person, or any conveyance sale of all or substantially all of the Company's assets of the Company to another corporation, Person; or (iii) of any the voluntary or involuntary dissolution, liquidation or winding-up of the Company, Company; then, and in each such case, the Company will deliver shall send or cause to be delivered sent to the Holder at least 20 Business Days prior to the applicable record date or Holders the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date on which for such dividend, distribution, meeting or consent or other right or action, and a record is to be taken for the purpose description of such dividend, distribution or right, and stating the amount and character of other right or action to be taken at such dividend, distribution meeting or right, by written consent, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, conveyance, sale, dissolution, liquidation or winding-up is proposed to take place, and the time, date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Stock (or such other capital stock or securities at the time receivable issuable upon the exercise of this the Warrant) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, sale, dissolution, liquidation or winding-up. Such notice shall be delivered at least 15 days prior winding-up, and the amount per share and character of such exchange applicable to the date therein specified. Warrant and the Warrant Shares. View More
Notices. (a) Whenever the Exercise Price or number of shares purchasable hereunder shall be Shares is adjusted pursuant to Section 10 hereof, 13, the Company shall issue a certificate signed by its Chief Financial Officer or President, setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the 5 method by which such adjustment was calculated, and the Exercise Price and number of shares Shares purchasable hereunder after giving effect to such adjustment,... and shall cause a copy of such certificate to be delivered mailed (by first-class mail, postage prepaid) to the Holder of this Warrant. (b)In Holder. (b) In case: (i) the Company shall take a record of the holders of its Common the Series D Preferred Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (ii) of (a) any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation sale, license, or merger of the Company with or into another corporation, or any conveyance other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (b) any reorganization, consolidation, merger, sale of the voting securities of the Company to another corporation, or other transaction or series of related transactions where the holders of the Company's securities before the transaction or series of related transactions beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction or series of related transactions (an "Acquisition"), (iii) of any capital reorganization of the Company or any reclassification of the Company's capital stock, or (iv) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will deliver mail or cause to be delivered mailed to the Holder or Holders a notice specifying, as the case may be, (A) the date on which a 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, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, 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 record-of Series D Preferred Stock or Common Stock (or such other stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Series D Preferred Stock or Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be delivered at least 15 days prior by overnight delivery no later than the date that notice of such event must be provided to the Company's stockholders. (c) All such notices, advices and communications shall be deemed to have been received (i) in the case of personal delivery, on the date therein specified. of such delivery and (ii) in the case of mailing, on the next business day following the date of such mailing by overnight delivery. View More
