Common use of NOTICE OF ADJUSTMENT OF STOCK UNIT OR EXERCISE PRICE Clause in Contracts

NOTICE OF ADJUSTMENT OF STOCK UNIT OR EXERCISE PRICE. Whenever the number of shares of Common Stock comprising a Stock Unit, or the price at which a Stock Unit may be purchased upon exercise of the Warrants, shall be adjusted pursuant to Section 4, the Issuer shall obtain a certificate signed by Coopers and Lybrxxx, xxother "Big Six" accounting firm or independent accountants selected by the Issuer and acceptable to the holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors (as defined in the Investment Agreement), setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a statement of the fair value, as determined by the Board of Directors of the Issuer or by appraisal (if applicable), of any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights referred to in Section 4.2, Section 4.6(b) or Section 4.7) and specifying the number of shares of Common Stock comprising a Stock Unit and (if such adjustment was made pursuant to Section 4.7) describing the number and kind of any other shares of stock comprising a Stock Unit, and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Issuer shall promptly, and in any case within 10 Business Days after the making of such adjustment, cause a signed copy of such certificate to be delivered to each holder of a Warrant in accordance with Section 16. The Issuer shall keep at the Issuer's Business Office copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder or any prospective purchaser of a Warrant designated by the Holder.

Appears in 2 contracts

Samples: Preferred Stock Investment Agreement (Cd Radio Inc), Preferred Stock Investment Agreement (Cd Radio Inc)

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NOTICE OF ADJUSTMENT OF STOCK UNIT OR EXERCISE PRICE. Whenever the number of shares of Common Stock comprising a Stock Unit, or the price at which a Stock Unit may be purchased upon exercise of the their Warrants, shall be adjusted pursuant to Section 4Article IV hereof, the Issuer Company shall forthwith obtain a certificate signed by Coopers and Lybrxxx, xxother "Big Six" accounting firm Chief Financial Officer or independent accountants of recognized national standing selected by the Issuer Company and reasonably acceptable to the holders of warrants exercisable for a entitled to purchase the majority of the Stock Units then issuable upon the exercise of covered by all warrants issued to the Investors (as defined in the Investment Agreement)Warrants, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including without limitation a statement of the fair value, as Current Market Value when determined by the Board of Directors of the Issuer or by appraisal (if applicablepursuant to Section 2.4(2), of any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights referred to in Section 4.2Sections 4.3, Section 4.6(b4.8(b) or Section 4.74.11 hereof) and specifying the number of shares of Common Stock comprising a Stock Unit and (if such adjustment was made pursuant to Section 4.7Sections 4.10 or 4.11 hereof) describing the number and kind of any other shares of stock comprising a Stock Unit, and any change in the purchase price or prices thereofExercise Price, after giving effect to such adjustment or change. The Issuer Company shall promptly, and in any case within 10 Business Days 45 days after the making of such adjustment, cause a signed copy of such certificate to be delivered to each holder of a Warrant in accordance with Section 1610.2 hereof. The Issuer Company shall keep at its office or agency, maintained for the Issuer's Business Office purpose pursuant to Section 10.1 hereof, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder any holder of a Warrant or any prospective purchaser of a Warrant designated by the Holdera holder thereof.

Appears in 2 contracts

Samples: Warrant Agreement (Innovative Micro Technology Inc), Warrant Agreement (Innovative Micro Technology Inc)

NOTICE OF ADJUSTMENT OF STOCK UNIT OR EXERCISE PRICE. Whenever the number of shares of Common Stock comprising a Stock Unit, or the price at which a Stock Unit may be purchased upon exercise of the Warrants, shall be adjusted pursuant to Section SECTION 4, the Issuer Company shall forthwith obtain a certificate signed by Coopers and Lybrxxx, xxother "Big Six" accounting firm or independent accountants selected by the Issuer and acceptable to the holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors (as defined in the Investment Agreement), Company's chief financial officer setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a statement description of the fair value, as determined by basis on which the Board of Directors of the Issuer or by appraisal (if applicable), Company determined the fair value of any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights referred to in Section 4.2, Section 4.6(b) or Section 4.7SECTION 4H) and specifying the number of shares of Common Class A Stock comprising a Stock Unit and (if such adjustment was made pursuant to Section 4.7SECTION 4H or SECTION 4I) describing the number and kind of any other shares of stock comprising a Stock Unit, and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Issuer Company shall promptly, and in any case within 10 Business Days 45 days after the making of such adjustment, cause a signed copy of such certificate to be delivered to each holder of a Warrant in accordance with Section 16SECTION 13. The Issuer Company shall keep at its office or agency, maintained for the Issuer's Business Office purpose pursuant to SECTION 12, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder any holder of a Warrant or any prospective purchaser of a Warrant designated by the Holdera holder thereof.

Appears in 2 contracts

Samples: Shareholders Agreement (Portola Packaging Inc), Portola Packaging Inc

NOTICE OF ADJUSTMENT OF STOCK UNIT OR EXERCISE PRICE. Whenever the number of shares of Common Stock comprising a Stock Unit, or the price at which a Stock Unit may be purchased upon exercise of the Warrants, shall be adjusted pursuant to Section 46, the Issuer Company shall forthwith obtain a certificate signed by Coopers and Lybrxxx, xxother "Big Six" accounting firm or independent accountants selected by the Issuer and acceptable to the holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors (as defined in the Investment Agreement), its chief financial officer setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a statement of the fair value, as determined by the Board of Directors of the Issuer or by appraisal (if applicable), of any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights referred to in Section 4.2, Section 4.6(b6.5(b) or Section 4.76.6) and specifying the number of shares of Common Stock comprising a Stock Unit and (and, if such adjustment was made pursuant to Section 4.7) 6.6 or Section 6.7, describing the number and kind of any other shares of stock comprising a Stock Unit, Unit and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Issuer Company shall promptly, and in any case within 10 three (3) Business Days after the making of such adjustment, cause a signed copy of such certificate to be delivered to each holder Holder of a Warrant Warrants in accordance with Section 1618. The Issuer Company shall keep at its office or agency, maintained for the Issuer's Business Office purpose pursuant to Section 17, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder any holder of a Warrant or any prospective purchaser of a Warrant warrant designated by the Holdera holder thereof.

Appears in 1 contract

Samples: Warrant Agreement (All-Comm Media Corp)

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NOTICE OF ADJUSTMENT OF STOCK UNIT OR EXERCISE PRICE. Whenever the number of shares of Common Stock comprising a Stock Unit, or the price at which a Stock Unit may be purchased upon exercise of the Warrantswarrants, shall be adjusted pursuant to Section 4, the Issuer Company shall forthwith obtain a certificate signed by Coopers and Lybrxxx, xxother "Big Six" accounting firm or independent accountants selected by the Issuer and acceptable to the holders of warrants exercisable for a majority of the Stock Units then issuable upon the exercise of all warrants issued to the Investors (as defined in the Investment Agreement)its chief financial officer, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a statement of the fair value, as determined by the Board of Directors of the Issuer Company or by appraisal (if applicable), of any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights referred to in Section 4.2, Section 4.6(b) or Section 4.7) and specifying the number of shares of Common Stock comprising a Stock Unit and (and, if such adjustment was made pursuant to Section 4.7) 4.7 or Section 4.8, describing the number and kind of any other shares of stock comprising a Stock Unit, Unit and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Issuer Company shall promptly, and in any case within 10 three Business Days after the making of such adjustment, cause a signed copy of such certificate to be delivered to each holder of a Warrant in accordance with Section 16. The Issuer Company shall keep at its office or agency, maintained for the Issuer's Business Office purpose pursuant to Section 15, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the Holder any holder of a Warrant or any prospective purchaser of a Warrant warrant designated by the Holdera holder thereof.

Appears in 1 contract

Samples: Earthlink Network Inc

NOTICE OF ADJUSTMENT OF STOCK UNIT OR EXERCISE PRICE. Whenever the number of shares of Common Stock comprising a Stock Unit, or the price at which a Stock Unit may be purchased upon exercise of the Warrants, shall be adjusted pursuant to Section SECTION 4, the Issuer Company shall forthwith obtain a certificate signed by Coopers and Lybrxxx, xxother "Big Six" accounting firm or independent accountants of recognized national standing, selected by the Issuer Company and reasonably acceptable to the holders of warrants exercisable for Warrants entitled to purchase a majority of the Stock Units then issuable upon covered by all of the exercise of all warrants issued to the Investors (as defined in the Investment Agreement)Warrants, setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a statement of the fair value, as determined by the Board of Directors of the Issuer or by appraisal (if applicable), value of any evidences of indebtedness, shares of stock, other securities or property or warrants or other subscription or purchase rights referred to in Section 4.2, Section 4.6(bSECTION 4.05(2) or Section 4.7SECTION 5) and specifying the number of shares of Common Stock comprising a Stock Unit and (if such adjustment was made pursuant to Section 4.7SECTION 4.01 or SECTION 5) describing the number and kind of any other shares of stock securities comprising a Stock Unit, and any change in the purchase price or prices thereof, after giving effect to such adjustment or change. The Issuer Company shall promptly, and in any case within 10 Business Days 45 days after the making of such adjustment, cause a signed copy of such certificate to be delivered to each holder the Holder of a this Warrant Certificate in accordance with Section 16SECTION 11.02. The Issuer Company shall keep at its office or agency, maintained for the Issuer's Business Office purpose pursuant to SECTION 11.01, copies of all such certificates and cause the same to be available for inspection at said office during normal business hours by the any Holder of this Warrant Certificate or any prospective permitted purchaser of a Warrant Warrants designated by the any such Holder.

Appears in 1 contract

Samples: Joinder Agreement (Lamonts Apparel Inc)

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