Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.5, deliver an Officer's Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price.
Appears in 1 contract
Samples: Indenture (C21 Investments Inc.)
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Trust has given notice under this Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 6.9.
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Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's ’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified conclusively determined by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the auditors Auditors of the Corporation) and such advice or determination shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Subordinate Voting Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 6.10 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 6.10.
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Samples: Indenture
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Officers' Certificate to the Indenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Indenture Trustee (who may be the auditors Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 6.9 covering all the relevant facts in respect of such event and if the Indenture Trustee approves, no such notice need be given under this Section 6.9.
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Samples: Trust Indenture
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 14.2 specifying the event requiring such adjustment or readjustment orreadjustment and the results thereof, including the resulting Conversion Price; provided that, if the Trust has given notice otherwise than under this Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 6.9.
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Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common SharesTrust Units, forthwith give notice to the Debentureholders in i n the manner provided in Section 4.3 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Trust has given notice otherwise than under this Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 6.9.
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Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Company shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.4, deliver an Officer's a Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified accompanied by an unqualified opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Company and acceptable to the Trustee (who may be the auditors Auditors of the CorporationCompany) to the effect that such Certificate presents fairly all matters described therein, and that the calculation of the amount of the adjustment specified therein is accurate, in accordance with the requirements of this Indenture, and such Certificate, when approved by the Trustee, shall be conclusive and binding on all parties in interest. When so approved, the Corporation The Company shall, except in respect of any subdivision, redivision, reduction, combination subdivision or consolidation of the Common Shares, forthwith give notice to the Debentureholders Debenture holders in the manner provided in Section 4.3 Article 14 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that if the Company has given notice under Section 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 6.8.
Appears in 1 contract
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common SharesUnits, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Trust has given notice under this Section covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section.
Appears in 1 contract
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Trust has given notice otherwise than under this Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 6.9.
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Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the auditors Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Applicable Conversion Price; provided that, if the Corporation has given notice under this Section 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 6.9.
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Samples: Indenture
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.4, deliver an Officer's Officers' Certificate to the Indenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Indenture Trustee (who may be the auditors Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 6.8 covering all the relevant facts in respect of such event and if the Indenture Trustee approves, no such notice to the Debentureholders need be given under this Section 6.8.
Appears in 1 contract
Samples: Trust Indenture
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's ’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an certificate, report or opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Trust has given notice otherwise than under this Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 6.9.
Appears in 1 contract
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Company shall from time to time time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.5section 4.3, deliver an Officer's a Certificate of the Company to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the Debenture Trustee shall be entitled to act and rely upon such Certificate. Such Certificate of the Company and the amount of the adjustment or readjustment, as the case may be, specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the auditors of the Corporation) and shall be conclusive and binding on all parties in interestinterest absent manifest error. When so approvedUntil such Certificate of the Company is received by the Debenture Trustee, the Corporation shall, except Debenture Trustee may act and be protected in acting on the presumption that no adjustment has been made or is required. Except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, the Company shall forthwith give notice to the Debentureholders in the manner provided in Section 4.3 specifying the event requiring such adjustment or readjustment and the results thereof, amount thereof including the resulting Conversion Price; provided that if the Company has given notice under section 4.10 covering all the relevant facts in respect of such event, no such notice need be given under this section 4.9.
Appears in 1 contract
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.55.3, deliver an Officer's Officers’ Certificate to the Indenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the auditors Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under Section 5.8 covering all the relevant facts in respect of such event and if the Indenture Trustee approves, no such notice to the Debentureholders need be given under this Section 5.7.
Appears in 1 contract
Samples: Trust Indenture
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Trustee (who may be the auditors Auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 15.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Trust has given notice under this Section 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 6.9.
Appears in 1 contract
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Debenture Trustee (who may be the auditors Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice otherwise than under this Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 6.9.
Appears in 1 contract
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.4, deliver an Officer's ’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Debenture Trustee (who may be the auditors Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given.
Appears in 1 contract
Samples: Trust Indenture (Wi-Lan Inc.)
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's ’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Trust has given notice otherwise than under this Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 6.9.
Appears in 1 contract
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Company shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.56.5, deliver an Officer's ’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee Company (who may be the auditors of Company’s Auditors) and acceptable to the Corporation) Debenture Trustee and shall be conclusive and binding on all parties in interest. When so approvedverified, the Corporation Company shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, Shares referred to in Sections 6.5(a)(i) or 6.5(a)(ii) forthwith give notice to the Debentureholders in the manner provided in Section 4.3 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Company has previously given notice under this Section 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 6.9.
Appears in 1 contract
Samples: Trust Indenture (Canadian Satellite Radio Holdings Inc.)
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.5clause 12.3, deliver an Officer's Officers' Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the auditors Auditors of the Corporation) and and, when approved by the Trustee shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 clause 10.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting applicable Conversion Priceformula; provided that, if the Corporation has given notice under clause 12.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this clause 12.8.
Appears in 1 contract
Certificate as to Adjustment. The Corporation, pursuant to a Board Resolution, Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.54.4, deliver an Officer's ’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's Certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the auditors Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 4.3 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 covering all the relevant facts in respect of such event and if the Trustee approves, relying on the opinion of Counsel, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.
Appears in 1 contract
Samples: Convertible Debenture Indenture