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 Rate or the number of shares of Common Stock or other securities issuable upon conversion of the Notes, the Company shall as soon as reasonably practicable (and in no event less than thirty (30) days following the event causing such adjustment or readjustment) compute such adjustment or readjustment in accordance with this Agreement and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first-class mail, postage prepaid, to each Holder of the Notes at the Holder's address as shown on the Company's note register. 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 Conversion Rate at the time in effect for the Notes, and (ii) the number of 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 Notes. At the written request of the Requisite Noteholders, the Company shall cause its Independent Auditors to verify the computations contained in the certificate prepared by the Company.