Common use of Notice of Adjustments of Conversion Rate Clause in Contracts

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted as herein provided: (a) the Company shall compute the adjusted Conversion Rate in accordance with Section 2.5 hereof and shall prepare an Officers' Certificate, one of the signatories of which shall be the Treasurer or Chief Financial Officer of the Company, setting forth the adjusted Conversion Rate (certified by the Company's independent public accountants or other certified public accountant) and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the Trustee at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 2.3 hereof; and (b) a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be required, and as soon as practicable after it is required, such notice shall be given by the Company to the Trustee and all Holders in the manner provided for in Section 10.2 of the Indenture. The Trustee shall not be deemed to have notice of any change in the Conversion Rate unless and until it receives the Officers' Certificate provided for in the foregoing clause (a) setting forth such change.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted as herein provided: (a) the Company shall compute the adjusted Conversion Rate in accordance with Section 2.5 2.6 hereof and shall prepare an Officers' ’ Certificate, one of the signatories of which shall be the Treasurer or Chief Financial Officer of the Company, setting forth the adjusted Conversion Rate (certified by the Company's ’s independent public accountants or other certified public accountant) and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the Trustee at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 2.3 2.4 hereof; and (b) a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be required, and as soon as practicable after it is required, such notice shall be given by the Company to the Trustee and all Holders in the manner provided for in Section 10.2 of the Indenture. In the case of a Fundamental Change, or Public Acquirer Fundamental Change, as the case may be, the Company shall notify Holders of the Notes and the Conversion Agent at least 30 Business Days before the anticipated Effective Date of a Fundamental Change (the “Fundamental Change Notice”) and indicate whether the election to increase the Conversion Rate pursuant to Section 2.6 (8) or (9). The Trustee shall not be deemed to have notice of any change in the Conversion Rate unless and until it receives the Officers' ’ Certificate provided for in the foregoing clause (a) setting forth such change.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted as herein provided: (a) the Company shall compute the adjusted Conversion Rate in accordance with Section 2.5 hereof and shall prepare an Officers' Certificate, one of the signatories of which shall be the Treasurer or Chief Financial Officer of the Company, setting forth the adjusted Conversion Rate (certified by the Company's independent public accountants or other certified public accountant) and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed with the Trustee at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 2.3 hereof; and (b) a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be required, and as soon as practicable after it is required, such notice shall be given by the Company to the Trustee and all Holders in the manner provided for in Section 10.2 105 of the Indenture. The Trustee shall not be deemed to have notice of any change in the Conversion Rate unless and until it receives the Officers' Certificate provided for in the foregoing clause (a) setting forth such change.

Notice of Adjustments of Conversion Rate. Whenever the Conversion Rate is adjusted as herein provided: : (a1) the Company shall compute the adjusted Conversion Rate in accordance with Section 2.5 hereof 14.4 and shall prepare an Officers' Certificate, one of the signatories of which shall be the Treasurer or Chief Financial Officer of the Company, setting forth the adjusted Conversion Rate (certified by the Company's independent public accountants or other certified public accountant) and showing in reasonable detail the calculation of the adjusted Conversion Rate and the facts upon which such adjustment is based, and such certificate shall forthwith promptly be filed with the Trustee and with each Conversion Agent and at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 2.3 hereof10.2; and and (b2) a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be requiredprepared, and as soon as practicable after it is requiredprepared, such notice shall be given mailed by the Company to the Trustee and all Holders in the manner provided for in accordance with Section 10.2 1.6. Unless and until a Responsible Officer of the Indenture. The Trustee shall not be deemed to have notice of any change in the Conversion Rate unless and until it receives the receive an Officers' Certificate provided for in the foregoing clause (a) setting forth such changean adjusted Conversion Rate, the Trustee may assume without inquiry that no adjustment has been made and that the last Conversion Rate of which it has notice remains in effect.