Common use of Certificate of Adjustments Clause in Contracts

Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this Section 5, the Company shall, at its expense, as promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate, signed by an officer of the Company, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, and shall file a copy of such certificate with its corporate records. The Company shall, upon the reasonable written request of any holder of Series A Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate then in effect, and (iii) the number of shares of Common Stock and the amount, if any, of Capital Stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion of Series A Preferred Stock (without giving effect to the Conversion Restrictions).

Appears in 2 contracts

Samples: Securities Purchase Agreement (GTT Communications, Inc.), Securities Purchase Agreement (GTT Communications, Inc.)

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Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate Price pursuant to this Section SECTION 5, the Company shall, at its expense, as expense shall promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate, signed by an officer of the Company, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, based and shall file a copy of such certificate with its corporate records. The Company shall, upon the reasonable written request of any holder of Series A Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate Price then in effect, and (iii) the number of shares of Common Stock and the amount, if any, of Capital Stockcapital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion of Series A Preferred Stock (without giving effect to the Conversion Restrictions)Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Power One Inc), Securities Purchase Agreement (Power One Inc)

Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate Price pursuant to this Section SECTION 5, the Company shall, at its expense, as expense shall promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A B Preferred Stock a certificate, signed by an officer of the Company, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, based and shall file a copy of such certificate with its corporate records. The Company shall, upon the reasonable written request of any holder of Series A B Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate Price then in effect, and (iii) the number of shares of Common Stock and the amount, if any, of Capital Stockcapital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion of Series A B Preferred Stock (without giving effect to the Conversion Restrictions)Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Power One Inc)

Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate Price pursuant to this Section 5, the Company shall, at its expense, as expense shall promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A B Preferred Stock a certificate, signed by an officer of the Company, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, based and shall file a copy of such certificate with its corporate records. The Company shall, upon the reasonable written request of any holder of Series A B Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate Price then in effect, and (iii) the number of shares of Common Stock and the amount, if any, of Capital Stockcapital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion of Series A B Preferred Stock (without giving effect to the Conversion Restrictions)Stock.

Appears in 1 contract

Samples: Participating Preferred Stock Purchase Agreement (Reliant Energy Inc)

Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate Price pursuant to this Section SECTION 5, the Company shall, at its expense, as expense shall promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A C Preferred Stock a certificate, signed by an officer of the Company, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, based and shall file a copy of such certificate with its corporate records. The Company shall, upon the reasonable written request of any holder of Series A C Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate Price then in effect, and (iii) the number of shares of Common Stock and the amount, if any, of Capital Stockcapital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion of Series A C Preferred Stock (without giving effect to the Conversion Restrictions)Stock.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Power One Inc)

Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate Exchange Price pursuant to this Section 52, the Company shall, at its expense, as shall promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof of the Subscription Agreement and furnish to each holder of Vested Series A Preferred Stock a certificate, signed by an officer of the Company, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, based and shall file a copy of such certificate with its corporate records. The Company shall, upon the reasonable written request of any holder of Vested Series A Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate Exchange Price then in effect, and (iii) the number of shares of Class A Common Stock and the amount, if any, of Capital Stockcapital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion exchange of Vested Series A Preferred Stock (without giving effect to the Conversion Restrictions)Stock.

Appears in 1 contract

Samples: Subscription Agreement (Coty Inc.)

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Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate Price pursuant to this Section SECTION 5, the Company shall, at its expense, as expense shall promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A C Preferred Stock a certificate, signed by an officer of the Company, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, based and shall file a copy of such certificate with its corporate records. The Company shall, upon the reasonable written request of any holder of Series A C Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate Price then in effect, and (iii) the number of shares of Common Stock (or Reference Property, to the extent applicable) and the amount, if any, of Capital Stockcapital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion of Series A C Preferred Stock (without giving effect to the Conversion Restrictions)Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (Elevation Partners, L.P.)

Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate Exchange Price pursuant to this Section 52, the Company shall, at its expense, as Parent shall promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof of the Subscription Agreement and furnish to each holder of Vested Series A Preferred Stock a certificate, signed by an officer of the CompanyParent, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, based and shall file a copy of such certificate with its corporate records. The Company Parent shall, upon the reasonable written request of any holder of Vested Series A Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate Exchange Price then in effect, and (iii) the number of shares of Class A Common Stock and the amount, if any, of Capital Stockcapital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion exchange of Vested Series A Preferred Stock (without giving effect to the Conversion Restrictions)Stock.

Appears in 1 contract

Samples: Subscription Agreement (Coty Inc.)

Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate Price pursuant to this Section 59, the Company shall, Corporation at its expense, as expense shall promptly as reasonably practicable compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock a certificate, signed by an officer of the CompanyCorporation, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, based and shall file a copy of such certificate with its corporate records. The Company Corporation shall, upon the reasonable written request of any holder of Series A Preferred Stock, furnish to such holder a similar certificate setting forth (i) the calculation of such adjustments and readjustments in reasonable detail, (ii) the Conversion Rate Price then in effect, and (iii) the number of shares of Common Stock and the amount, if any, of Capital Stockcapital stock, other securities or other property (including but not limited to cash and evidences of indebtedness) which then would be received upon the conversion of Series A Preferred Stock (without giving effect to the Conversion Restrictions)Stock.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diamond Foods Inc)

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