Common use of Accountants' Certificate as to Adjustments Clause in Contracts

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder of a Warrant, and will, on the written request at any time of any Holder of a Warrant, furnish to such Holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 3 contracts

Samples: Warrant Agreement (Nuclear Metals Inc), Warrant Agreement (Starmet Corp), Warrant Agreement (Nuclear Metals Inc)

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Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder holders of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an the Company's independent accounting firm or another independent certified public accountant at the expense of the Company.

Appears in 3 contracts

Samples: Warrant Agreement (Factory Card Outlet Corp), Warrant Agreement (Factory Card Outlet Corp), Warrant Agreement (Factory Card Outlet Corp)

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder the Majority Holders of a Warrantthe Warrants, and will, on the written request at any time of any Holder the Majority Holders of a Warrantthe Warrants, furnish to such Holder holders a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder Majority Holders of a Warrant the Warrants may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Eloquent Inc), Warrant Agreement (Wireless Inc), Warrant Agreement (Act Teleconferencing Inc)

Accountants' Certificate as to Adjustments. In each the case of any each event that may require any adjustment or readjustment in the shares of Common Stock Warrant Shares issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the number of shares of each class of the Company's Common Stock then outstanding on a fully diluted basis, and (iib) the number of shares of Common Stock each class of Warrant Shares to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 6 or Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 3 contracts

Samples: Warrant Agreement (Paperexchange Com Inc), Warrant Agreement (Paperexchange Com Inc), Warrant Agreement (Paperexchange Com Inc)

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder Majority Holders of a Warrant the Warrants may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 3 contracts

Samples: Warrant Agreement (National Investment Managers Inc.), Warrant Agreement (National Investment Managers Inc.), Warrant Agreement (National Investment Managers Inc.)

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in reasonable detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Class A Voting Common Stock then outstanding on a fully fully- diluted basis, and (ii) the number of shares of Class A Voting Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and an readjusted (if required by Section 76) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, option the Holder holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of such holder unless such accountant determines an error of more than five percent (5%) was made in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Company.

Appears in 2 contracts

Samples: Warrant Agreement (MJD Communications Inc), Warrant Agreement (MJD Communications Inc)

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basisFully-Diluted Basis, and (ii) the number of shares of Common Stock (or Other Securities) to be received upon exercise of this Warrant, in effect Warrant (A) immediately prior to such adjustment or readjustment and (B) as adjusted and readjusted (if required by Section 77 hereof) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, Warrant and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company. The cost of any such confirmation shall be borne (x) by the Company, if the computation of such independent certified public accountant indicates that the adjustment noted on the Company's certificate was in any respect incorrect to the detriment of the holders, and (y) otherwise, by the holder requesting such confirmation.

Appears in 1 contract

Samples: Warrant Agreement (Chart Industries Inc)

Accountants' Certificate as to Adjustments. In each the case of any each ------------------------------------------ event that may require any adjustment or readjustment in the shares of Common Warrant Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (iib) the number of shares of Common Warrant Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7(S)9) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 1 contract

Samples: Warrant Agreement (CMG Information Services Inc)

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basisFully-Diluted Basis, and (ii) the number of shares of Common Stock (or Other Securities) to be received upon exercise of this Warrant, in effect Warrant (A) immediately prior to such adjustment or readjustment and (B) as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, Warrant and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company. The cost of any such confirmation shall be borne (x) by the Company, if the computation of such independent certified public accountant indicates that the adjustment noted on the Company's certificate was in any respect incorrect to the detriment of the holders, and (y) otherwise, by the holder requesting such confirmation.

Appears in 1 contract

Samples: Warrant Agreement (Chart Industries Inc)

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Accountants' Certificate as to Adjustments. In each the case of any each event that may require any adjustment or readjustment in the shares of Common Warrant Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (iib) the number of shares of Common Warrant Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7ss.7 or ss.8) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (CML Group Inc)

Accountants' Certificate as to Adjustments. In each case of any event that ------------ ----------- -- -- ----------- may require any adjustment or readjustment in of the Exercise Price and the shares of Common Stock issuable on the exercise of this Warrant, the Company Company, at its expense expense, will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the new Exercise Price, (ii) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (iiiii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ameritruck Distribution Corp)

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in of the Exercise Price and the shares of Common Stock issuable on the exercise of this Warrant, the Company REIT, at its expense expense, will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the new Exercise Price, (ii) the number of shares of the CompanyREIT's shares of Common Stock then outstanding on a fully diluted basis, and (iiiii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 76) on account thereof. The Company REIT will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the CompanyREIT.

Appears in 1 contract

Samples: Common Stock Purchase Warrant (Philips International Realty Corp)

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to 48 -11- be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) 8) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder of a Warrant Majority Investors holding Warrants may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Holmes Group Inc)

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to each Holder holder of a Warrant, and will, on the written request at any time of any Holder holder of a Warrant, furnish to such Holder holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Holder of a Warrant Majority Investors holding Warrants may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Appears in 1 contract

Samples: Warrant Purchase Agreement (Outsource International Inc)

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