Common use of Notice of Adjustment Clause in Contracts

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 29 contracts

Samples: Indenture (Best Buy Co Inc), Indenture (Best Buy Co Inc), Indenture (Supervalu Inc)

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Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing itnotice. The certificate shall shall, absent manifest error, be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 28 contracts

Samples: Lomb Incorporated (Bausch & Lomb Inc), Interpublic Group of Companies, Inc., Interpublic Group of Companies, Inc.

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Noteholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's ’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 13 contracts

Samples: Indenture (Cadiz Inc), Indenture (Cadiz Inc), Registration Rights Agreement (Power One Inc)

Notice of Adjustment. Whenever the Conversion Rate Price is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall adjustment and file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants an Officers' Certificate briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that of the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any correctness of such certificate except to exhibit the same to any Holder desiring inspection thereofadjustment.

Appears in 11 contracts

Samples: Indenture (Asc Holdings Inc), Indenture (Family Golf Centers Inc), Smurfit Stone Container Corp

Notice of Adjustment. Whenever the Conversion Rate conversion price is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's ’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof, absent mathematical error.

Appears in 7 contracts

Samples: Indenture (LTC Properties Inc), Indenture (LTC Properties Inc), LTC Properties Inc

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail send to Securityholders Holders a written notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's ’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 6 contracts

Samples: Indenture (Micron Technology Inc), Indenture (Micron Technology Inc), Indenture (Micron Technology Inc)

Notice of Adjustment. Whenever the Conversion Rate conversion price is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 6 contracts

Samples: Rights Agreement, Agreement (Excel Legacy Corp), Indenture (Excel Legacy Corp)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent a notice of such notice adjustment and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The Conversion Agent will promptly mail such notice to Holders at the Company's expense. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 6 contracts

Samples: Supplemental Indenture (Pride International Inc), Supplemental Indenture (Pride International Inc), Supplemental Indenture (Pride International Inc)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 5 contracts

Samples: Indenture (Manpower Inc /Wi/), Indenture (Xl Capital LTD), Cendant Corp

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Noteholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 4 contracts

Samples: Millennium Pharmaceuticals Inc, Sun Microsystems, Inc., First Supplemental Indenture (Sonic Automotive Inc)

Notice of Adjustment. Whenever the Conversion Rate Price is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's ’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 4 contracts

Samples: Indenture (Belden CDT Inc.), Indenture (Cable Design Technologies Corp), Indenture (Belden CDT Inc.)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate notice of adjustment shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate notice of adjustment except to exhibit the same to any Holder desiring inspection thereof.

Appears in 4 contracts

Samples: Indenture (American Realty Capital Properties, Inc.), Indenture (CapLease, Inc.), Great Atlantic & Pacific Tea Co Inc

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 3 contracts

Samples: Indenture (International Paper Co /New/), Indenture (Verizon Communications Inc), Indenture (International Paper Co /New/)

Notice of Adjustment. Whenever the Conversion Rate is ----------------------------------- adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 3 contracts

Samples: Indenture (Marriott International Inc /Md/), Kohls Corporation, Danaher Corp /De/

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's ’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 2 contracts

Samples: Indenture (CBRL Group Inc), Indenture (CBRL Group Inc)

Notice of Adjustment. Whenever the Conversion Rate is ---------------------------------- adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 2 contracts

Samples: Indenture (Lowes Companies Inc), Indenture (Lowes Companies Inc)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Security holders a notice of the adjustment. The Company shall adjustment and file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants an Officers' Certificate briefly stating the facts requiring the adjustment and the manner of computing it. The certificate Unless and until the Trustee shall be conclusive evidence receive an Officers' Certificate setting forth an adjustment of the Conversion Rate, the Trustee may assume without inquiry that the adjustment is correct. Neither Conversion Rate has not been adjusted and that the Trustee nor any last Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereofRate of which it has knowledge remains in effect.

Appears in 2 contracts

Samples: Integra Lifesciences Holdings Corp, Integra Lifesciences Holdings Corp

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders the Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's ’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. , The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 2 contracts

Samples: Second Supplemental Trust Indenture (Capital Automotive Reit), Second Supplemental Trust Indenture (Capital Automotive Reit)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders the Noteholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 2 contracts

Samples: Polymer Group Inc, Polymer Group Inc

Notice of Adjustment. Whenever the Conversion Rate conversion rate is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and an Officers' Certificate or a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof, absent manifest error.

Appears in 2 contracts

Samples: Indenture (Continental Homes Holding Corp), Indenture (Continental Homes Holding Corp)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Holders a notice of the adjustment. The Company shall also file with the Trustee and the Conversion Agent such notice and a certificate from the Companyan Officer's independent public accountants briefly stating the facts requiring Certificate certifying as to the adjustment and the manner of computing itto be made. The certificate shall Officer's Certificate shall, absent manifest error, be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate Officer's Certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Maverick Tube Corporation

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Holders by first-class mail a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Companyan Officer's independent public accountants Certificate briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Supplemental Indenture (Beckman Coulter Inc)

Notice of Adjustment. Whenever the Conversion Rate is --------------------------------------- adjusted, the Company shall promptly mail to Securityholders Holders a notice of the adjustment. 55 The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Indenture (Mirant Corp)

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Notice of Adjustment. Whenever the Conversion Rate -------------------- is adjusted, the Company shall promptly mail to Securityholders Noteholders by first-class mail a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Indenture (Valassis Communications Inc)

Notice of Adjustment. Whenever the Conversion Rate Price is -------------------- adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Reebok International LTD

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders the Trustee and Holders of the Notes a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Aol Time Warner Inc

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall (a) promptly mail to Securityholders Noteholders a notice of the adjustment. The adjustment or make the new Conversion Rate and its effective date available on its website or through another public medium as the Company shall file with may use at that time; and (b) provide the Trustee with an Officer’s Certificate setting forth the new Conversion Rate and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing itits effective date. The certificate Such Officer’s Certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Indenture (Healthsouth Corp)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the each Conversion Agent a notice of such notice adjustment and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The Trustee will promptly mail such notice to Securityholders at the Company's expense. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Indenture (Stmicroelectronics Nv)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders Holders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. 32 Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Supplemental Indenture (Mirant Corp)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail send to Securityholders Noteholders a written notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's ’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Technitrol Inc

Notice of Adjustment. Whenever the Conversion Rate is -------------------- adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the CompanyTyco's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Tyco International LTD /Ber/

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.adjustment

Appears in 1 contract

Samples: Indenture (SPX Corp)

Notice of Adjustment. Whenever the Conversion Rate is -------------------- adjusted, the Company shall promptly mail to Securityholders securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Indenture (Times Mirror Co /New/)

Notice of Adjustment. Whenever the Conversion Rate is ------------------- adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Tyco International LTD /Ber/

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants briefly stating the facts requiring the adjustment and the manner of computing itnotice. The certificate shall notice shall, absent manifest error, be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate notice except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Triarc Companies Inc

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail send to Securityholders Holders a written notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's independent public accountants Company briefly stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Indenture (Micron Technology Inc)

Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Securityholders a notice of the adjustment. The Company shall file with the Trustee and the Conversion Agent such notice and a certificate from the Company's ’s independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. , The certificate shall be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

Appears in 1 contract

Samples: Second Supplemental Trust Indenture (Capital Automotive Reit)

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