Common use of Accountant’s Opinion Clause in Contracts

Accountant’s Opinion. Upon each adjustment of the Purchase Price and upon each change in the number of Warrant Shares issuable upon the exercise of this Warrant, and in the event of any change in the rights of the Holder of this Warrant by reason of other events herein set forth, then and in each such case, upon the reasonable written request of 50% in interest of the registered Holders of Warrants in this series given to the Company within thirty (30) days after the Company has given Notice of Adjustment, the Company will promptly obtain an opinion of independent certified public accountants selected by the Company and reasonably satisfactory to such Holder(s), stating the adjusted Purchase Price and the new number of Warrant Shares so issuable, or specifying the other shares of stock, securities, or assets and the amount thereof receivable as a result of such adjustment or change in rights, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company will promptly mail a copy of such accountant's opinion to the registered Holder of this Warrant. The costs of the accountant's opinion shall be borne (i) by the Company, if the accountant's opinion reflects any change to the adjusted Purchase Price or the number of Warrant Shares so issuable set forth in the Notice of Adjustment, or (ii) by the Holders, if the accountant's opinion reflects no change to the adjusted Purchase Price or the number of Warrant Shares so issuable set forth in the Notice of Adjustment. Any dispute or controversy in respect of the accountant's opinion shall be submitted to final and binding arbitration in Dallas, Texas pursuant to the rules of the American Arbitration Association. All costs and expenses (including reasonable attorneys' fees) incurred by the Company and the Holders in connection with any such arbitration proceeding shall be paid by the non-prevailing party (as determined by the arbitrator(s)).

Accountant’s Opinion. Upon each adjustment of the Purchase Exchange Price and upon each change in the number of Warrant Shares shares of Series B Nonvoting Preferred Stock and Nonvoting Common Stock issuable upon the exercise exchange of this WarrantNotes, and in the event of any change in the rights of the Holder of this Warrant Notes by reason of other events herein set forth, then and in each such case, upon the reasonable written request of the Holders of at least 50% in interest of the registered Holders aggregate principal amount of Warrants in this series the Notes then outstanding given to the Company within thirty (30) days after the Company has given the Notice of Adjustment, the Company will promptly obtain an opinion of independent certified public accountants selected by the Company and reasonably satisfactory to such Holder(s), stating the adjusted Purchase Exchange Price and the new number of Warrant Shares shares of Series B Nonvoting Preferred Stock and Nonvoting Common Stock so issuable, or specifying the other shares of stock, securities, or assets and the amount thereof receivable as a result of such adjustment or change in rights, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company will promptly mail a copy of such accountant's opinion to the each registered Holder of this WarrantNotes. The costs of the accountant's opinion shall be borne (i) by the Company, if the accountant's opinion reflects any change to the adjusted Purchase Exchange Price or the number of Warrant Shares shares of Series B Nonvoting Preferred Stock and Nonvoting Common Stock so issuable set forth in the Notice of Adjustment, or (ii) by the Holders, if the accountant's opinion reflects no change to the adjusted Purchase Exchange Price or the number of Warrant Shares shares of Series B Nonvoting Preferred Stock and Nonvoting Common Stock so issuable set forth in the Notice of Adjustment. Any dispute or controversy in respect of the accountant's opinion shall be submitted to final and binding arbitration in Dallas, Texas pursuant to the commercial arbitration rules of the American Arbitration Association. All costs and expenses (including reasonable attorneys' fees) incurred by the Company and the Holders in connection with any such arbitration proceeding shall be paid by the non-prevailing party (as determined by the arbitrator(s)).

Accountant’s Opinion. Upon each adjustment of the Purchase Exchange Price and upon each change in the number of Warrant Shares shares of Series A Voting Preferred Stock and Voting Common Stock issuable upon the exercise exchange of this WarrantNotes, and in the event of any change in the rights of the Holder of this Warrant Notes by reason of other events herein set forth, then and in each such case, upon the reasonable written request of the Holders of at least 50% in interest of the registered Holders aggregate principal amount of Warrants in this series the Notes then outstanding given to the Company within thirty (30) days after the Company has given the Notice of Adjustment, the Company will promptly obtain an opinion of independent certified public accountants selected by the Company and reasonably satisfactory to such Holder(s), stating the adjusted Purchase Exchange Price and the new number of Warrant Shares shares of Series A Voting Preferred Stock and Voting Common Stock so issuable, or specifying the other shares of stock, securities, or assets and the amount thereof receivable as a result of such adjustment or change in rights, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company will promptly mail a copy of such accountant's opinion to the each registered Holder of this WarrantNotes. The costs of the accountant's opinion shall be borne (i) by the Company, if the accountant's opinion reflects any change to the adjusted Purchase Exchange Price or the number of Warrant Shares shares of Series A Voting Preferred Stock and Voting Common Stock so issuable set forth in the Notice of Adjustment, or (ii) by the Holders, if the accountant's opinion reflects no change to the adjusted Purchase Exchange Price or the number of Warrant Shares shares of Series A Voting Preferred Stock and Voting Common Stock so issuable set forth in the Notice of Adjustment. Any dispute or controversy in respect of the accountant's opinion shall be submitted to final and binding arbitration in Dallas, Texas pursuant to the commercial arbitration rules of the American Arbitration Association. All costs and expenses (including reasonable attorneys' fees) incurred by the Company and the Holders in connection with any such arbitration proceeding shall be paid by the non-prevailing party (as determined by the arbitrator(s)).

Accountant’s Opinion. Upon each adjustment of the Purchase Conversion Price and upon each change in the number of Warrant Shares shares of Voting Common Stock or Nonvoting SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEVCO, INC.-PAGE 14 212 Common Stock, as the case may be, issuable upon the exercise conversion of this Warrantthe Convertible Preferred Stock, and in the event of any change in the rights of the Holder of this Warrant Convertible Preferred Stock by reason of other events herein set forth, then and in each such case, upon the reasonable written request of at least 50% in interest of the registered Holders of Warrants in this series Convertible Preferred Stock, determined as a single series, given to the Company corporation within thirty (30) days after the Company corporation has given the Notice of Adjustment, the Company corporation will promptly obtain an opinion of independent certified public accountants selected by the Company corporation and reasonably satisfactory to such Holder(s), stating the adjusted Purchase Conversion Price and the new number of Warrant Shares shares of Voting Common Stock or Nonvoting Common Stock, as the case may be, so issuable, or specifying the other shares of stock, securities, or assets and the amount thereof receivable as a result of such adjustment or change in rights, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. The Company corporation will promptly mail a copy of such accountant's opinion to the each registered Holder of this WarrantConvertible Preferred Stock. The costs of the accountant's opinion shall be borne (i) by the Companycorporation, if the accountant's opinion reflects any change to the adjusted Purchase Conversion Price or the number of Warrant Shares shares of Voting Common Stock or Nonvoting Common Stock, as the case may be, so issuable set forth in the Notice of Adjustment, or (ii) by the Holders, if the accountant's opinion reflects no change to the adjusted Purchase Conversion Price or the number of Warrant Shares shares of Voting Common Stock or Nonvoting Common Stock, as the case may be, so issuable set forth in the Notice of Adjustment. Any dispute or controversy in respect of the accountant's opinion shall be submitted to final and binding arbitration in Dallas, Texas pursuant to the commercial arbitration rules of the American Arbitration Association. All costs and expenses (including reasonable attorneys' fees) incurred by the Company corporation and the Holders in connection with any such arbitration proceeding shall be paid by the non-prevailing party (as determined by the arbitrator(s)).