name / content / group

name: Notice of Adjustments

content: 35785

Notice of Adjustments. Whenever the number of shares of Common Stock for which this Warrant is exercisable, and the Exercise Price payable therefor, shall be adjusted pursuant to Section 4, the Company shall forthwith prepare a certificate to be executed by a member of the Board of Directors or one of its executive officers, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company determined the fair value of any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights), specifying the number of shares of Common Stock for which this Warrant is exercisable and (if such adjustment was made pursuant to Section 4.8 or 4.9) describing the number and kind of any other shares of stock or Other Property for which this Warrant is exercisable. In the event that (i) the Partnership, if the Partnership shall then be a Holder of any Warrant, or (ii) the Majority Holders shall challenge any of the calculations set forth in such certificate within 20 days after the Company's notification thereof, the Company shall retain a firm of independent certified public accountants of national standing selected by the Company and, if the Partnership shall then be a Holder of any Warrant, acceptable to the Partnership, to prepare and execute a certificate verifying the method by which the adjustment was calculated, the number of shares of Common Stock for which this Warrant is exercisable and (if such adjustment was made pursuant to Section 4.8 or 4.9) describing the number and kind of any other shares of stock or Other Property for which this Warrant is exercisable. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.1 to be delivered to each Holder in accordance with Section 15.2. The Company shall keep at its office or agency designated pursuant to Section 12 copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by any Holder or any prospective purchaser of a Warrant designated by a Holder thereof.
NOTICE OF ADJUSTMENTS. Whenever the number of shares of Common Stock for which this Warrant is exercisable, and the Exercise Price payable therefor, shall be adjusted pursuant to Article 5, the Company shall forthwith prepare a certificate to be executed by a member of the Board of Directors or one of its executive officers, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company determined the fair market value of any evidences of indebtedness. other securities, properties, assets, options, warrants or subscription or purchase rights), specifying the number of shares of Common Stock for which this Warrant is exercisable and (if such adjustment was made pursuant to Section 5.2, 5.12 or 5.13) describing the number and kind of any other shares of stock or property for which this Warrant is exercisable. In the event that the Majority Holders shall challenge any of the calculations set forth in such certificate within 20 days after the Company's notification thereof, the Company shall retain a firm of independent certified public accountants of national standing selected by the Company and reasonably acceptable to the Majority Holders, to prepare and execute a certificate verifying the