Common use of Accountant's Certificate of Adjustment Clause in Contracts

Accountant's Certificate of Adjustment. In each case of an adjustment or readjustment of the Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of the Series F Preferred Stock, the Corporation, at its expense, shall cause independent certified public accountants of recognized standing selected by the Corporation (who may be the independent certified public accountants then auditing the books of the Corporation) to compute such adjustment or readjustment in accordance herewith and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of the Series F Preferred Stock at the holder’s address as shown in the Corporation’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based including a statement of (i) the consideration received or to be received by the Corporation for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Conversion Price at the time in effect for each series of the Series F Preferred Stock and (iii) the number of Additional Shares of Common Stock and the type and amount, if any, of other property which at the time would be received upon conversion of the Series F Preferred Stock.

Appears in 2 contracts

Samples: Amendment Agreement (Midland States Bancorp, Inc.), Amendment Agreement (Midland States Bancorp, Inc.)

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Accountant's Certificate of Adjustment. In each case of an adjustment or readjustment of the Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of the Series F E Preferred Stock, the Corporation, at its expense, shall cause independent certified public accountants of recognized standing selected by the Corporation (who may be the independent certified public accountants then auditing the books of the Corporation) to compute such adjustment or readjustment in accordance herewith and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of the Series F E Preferred Stock at the holder’s address as shown in the Corporation’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based including a statement of (i) the consideration received or to be received by the Corporation for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Conversion Price at the time in effect for each series of the Series F E Preferred Stock and (iii) the number of Additional Shares of Common Stock and the type and amount, if any, of other property which at the time would be received upon conversion of the Series F E Preferred Stock.

Appears in 2 contracts

Samples: Amendment Agreement (Midland States Bancorp, Inc.), Amendment Agreement (Midland States Bancorp, Inc.)

Accountant's Certificate of Adjustment. In each case of an adjustment or readjustment of the Conversion Price for applicable to the Notes or the number of shares of Common Stock or other securities issuable upon conversion of the Series F Preferred StockNotes, the CorporationCompany, at its expense, shall cause independent certified public accountants of recognized standing selected by the Corporation Company (who may be the independent certified public accountants then auditing the books of the CorporationCompany) to compute such adjustment or readjustment in accordance herewith with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of the Series F Preferred Stock Notes at the holder’s 's address as shown in the Corporation’s Company's books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based based, including a statement of (i) the consideration received or deemed to be received by the Corporation Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Conversion Price at the time as then in effect for each series of the Series F Preferred Stock and effect, (iii) the number of Additional Shares of Common Stock and (iv) the type and amount, if any, of other property which that at the time would be received upon conversion of the Series F Preferred StockNotes.

Appears in 1 contract

Samples: Cfi Proservices Inc

Accountant's Certificate of Adjustment. In each case of an adjustment or readjustment of the Series B Conversion Price for the number of shares of Common Stock Shares or other securities issuable upon conversion of the Series F B Preferred StockShares, the CorporationCompany, at its expense, shall cause independent certified public accountants of recognized standing selected by the Corporation Company (who may be the independent certified public accountants accounts then auditing the books of the CorporationCompany) to compute such adjustment or readjustment in accordance herewith and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first first-class mail, postage prepaid, to each registered holder of the Series F B Preferred Stock Shares at the holder’s 's address as shown in the Corporation’s Company's books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based including a statement of (i) the consideration received or to be received by the Corporation Company for any Additional Common Shares of Common Stock issued or sold or deemed to have been issued or soldsold after the Original Issue Date of the Series B Preferred Shares that are not Excluded Shares, (ii) the Series B Conversion Price at the time in effect for each series of the Series F B Preferred Stock Shares, and (iii) the number of Additional Common Shares of Common Stock and the type and amount, if any, of other property which at the time would be received upon conversion of the Series F B Preferred StockShares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthplan Services Corp)

Accountant's Certificate of Adjustment. In each case of an adjustment or readjustment of the Conversion Price for the number of shares of Common Stock Shares or other securities issuable upon conversion of the Series F A Preferred StockShares, the CorporationCompany, at its expense, shall cause independent certified public accountants of recognized standing selected by the Corporation Company (who may be the independent certified public accountants accounts then auditing the books of the CorporationCompany) to compute such adjustment or readjustment in accordance herewith and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first first-class mail, postage prepaid, to each registered holder of the Series F A Preferred Stock Shares at the holder’s 's address as shown in the Corporation’s Company's books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based including a statement of (i) the consideration received or to be received by the Corporation Company for any Additional Common Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Conversion Price at the time in effect for each series of the Series F A Preferred Stock Shares, and (iii) the number of Additional Common Shares of Common Stock and the type and amount, if any, of other property which at the time would be received upon conversion of the Series F A Preferred StockShares.

Appears in 1 contract

Samples: Securities Purchase Agreement (Healthplan Services Corp)

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Accountant's Certificate of Adjustment. In each case of an adjustment or readjustment of the Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of the shares of Series F A Preferred Stock, the CorporationCompany, at its expense, shall cause independent certified public accountants of recognized standing selected by the Corporation Company (who may be the independent certified public accountants then auditing the books of the CorporationCompany) to compute such adjustment or readjustment in accordance herewith and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of the shares of Series F A Preferred Stock at the holder’s 's address as shown in on the Corporation’s Company's books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based including a statement of of: (i) the consideration received or to be received by the Corporation Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) ; the Conversion Price at the time in effect for each series of the Series F A Preferred Stock Stock; and (iii) the number of Additional Shares of Common Stock and the type and amount, if any, of other property which at the time would be received upon conversion of the shares of Series F A Preferred Stock.

Appears in 1 contract

Samples: Employment Agreement (Centrue Financial Corp)

Accountant's Certificate of Adjustment. In each case of an adjustment or readjustment of the any Conversion Price for the number of shares of Common Stock or other securities issuable upon conversion of the Series F Preferred Stock, the Corporation, at its expense, upon Amended Certificate of Designation, Series F Convertible Preferred Certificate of Designation, Series B Convertible Preferred the written request of a holder of Preferred Stock for which the Conversion Price has been so adjusted, shall cause independent certified public accountants of recognized standing selected by the Corporation (who may be the independent certified public accountants then auditing the books of the Corporation) to compute such adjustment or readjustment in accordance herewith with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each such registered holder of the Series F Preferred Stock Stock, and to all other holders of the same series of Preferred Stock, at the holder’s holders' address as shown in the Corporation’s 's books. The certificate shall set forth such adjustment or readjustment, showing in reasonable detail the facts upon which such adjustment or readjustment is based based, including a statement of (i) the consideration received or to be received by the Corporation for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold, (ii) the Conversion Price at the time in effect for each series of the Series F Preferred Stock and (iii) the number of Additional Shares of Common Stock and the type and amount, if any, of other property which at the time would be received upon conversion of the Series F relevant Preferred Stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Instant Video Technologies Inc)

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