Common use of Accountants’ Report Clause in Contracts

Accountants’ Report. In each case of any adjustment or readjustment in the number of the Warrant Shares issuable upon the exercise of this Warrant or in the applicable Purchase Price, including, without limitation, pursuant to Section 3.1, 3.2, 3.4 or 3.5, the Company at its sole expense shall promptly (after becoming aware of an adjustment with respect to the DSW Stock) compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or to be received by the Company for any Additional Shares of Common Stock or by DSW for any Additional Shares of DSW Stock issued or sold or deemed to have been issued under Section 3, (b) the number of shares of Common Stock or DSW Stock outstanding or deemed to be outstanding, and (c) the applicable Purchase Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by Section 3) on account thereof. The Company shall forthwith mail a copy of each such report to the Holder. In the event that the Holder disagrees with such report, the Company shall cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to review and verify or revise such computation (other than any computation of the Fair Value of property) and report. The Company shall also keep copies of all such reports at its principal office and shall cause the same to be available for inspection at such office during normal business hours by the Holder.