Common use of Equitable Equivalent Clause in Contracts

Equitable Equivalent. In case any event shall occur as to which the provisions of this Section 5 set forth above hereof are not strictly applicable but the failure to make any adjustment would not, in the opinion of the Warrant Holder, fairly protect the purchase rights represented by this Warrant in accordance with the essential intent and principles of this Section 5, then, in each such case, at the request of the Requisite Holders, the Company shall provide to the Warrant Holders information sufficient to support the Company’s determination for not making such adjustment in accordance with this Section 5, and the Requisite Holders shall have a period of 20 days from their receipt of all such information so requested to notify the Company in writing of their decision to contest such determination. If the Requisite Holders do not deliver such a notice to the Company within such 20-day period, the Requisite Holders will be deemed to have agreed with the Company’s determination that no adjustment is required in respect of such event. If, following a period of 10 days following delivery of such notice, the Company and the Requisite Holders are unable to agree as to whether an adjustment is required in respect of such event, the Company shall appoint a firm of independent investment bankers of recognized national standing (which shall be completely independent of the Company and shall be satisfactory to the holder or the holders of the Requisite Holders), which shall give their opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in this Section 5, necessary to preserve, without dilution, the purchase rights represented by this Warrant. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holder of this Warrant and shall make the adjustments described therein, if any. The costs and expenses of such investment bankers shall be borne by the Company, if the investment bankers’ opinion states that an adjustment is required in respect of such event, and by the Warrant Holders (allocated pro rata among all Warrant Holders) if the investment bankers’ opinion states that an adjustment is not required in respect of such event.