Common use of Reports as to Adjustments Clause in Contracts

Reports as to Adjustments. Upon any adjustment of the Conversion Ratio then in effect and any increase or decrease in the number of shares of Common Stock issuable upon the operation of the conversion set forth in Section 8 hereof, then, and in each such case, the Corporation shall promptly deliver to the transfer agent of the Class B Stock and Common Stock, a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the Conversion Ratio then in effect following such adjustment and the increased or decreased number of shares issuable upon the conversion set forth in Section 8 hereof. The Corporation shall also promptly after the making of such adjustment give written notice to the registered holders of the Class B Stock at the address of each holder as shown on the books of the Corporation maintained by the Transfer Agent thereof, which notice shall state the Conversion Ratio then in effect, as adjusted, and the increased or decreased number of shares issuable upon the exercise of the right of conversion granted by Section 8 hereof, and shall set forth in reasonable detail the method of calculation of each and a brief statement of the facts requiring such adjustment. Where appropriate, such notice to holders of the Class B Stock may be given in advance and included as part of the notice required under the provisions of Section 8(i) hereof.

Appears in 2 contracts

Samples: Acceleration and Exchange Agreement (Grand Union Co /De/), Acceleration and Exchange Agreement (Trefoil Investors Ii Inc)

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Reports as to Adjustments. Upon any adjustment of the Conversion Ratio Price then in effect and any increase or decrease in the number of shares of Common Stock issuable upon the operation of the conversion set forth in Section 8 hereof8, then, and in each such case, the Corporation Company shall promptly deliver to the transfer agent of Transfer Agent for the Class B Series C Preferred Stock and the Transfer Agent for the Common Stock, a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation Company setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the Conversion Ratio Price then in effect following such adjustment and the increased or decreased number of shares issuable upon the conversion set forth in Section 8 hereof8. The Corporation Company shall also promptly after the making of such adjustment give written notice to the registered holders of the Class B Series C Preferred Stock at the address of each holder as shown on the books of the Corporation Company maintained by the Transfer Agent thereof, which notice shall state the Conversion Ratio Price then in effect, as adjusted, and the increased or decreased number of shares issuable upon the exercise of the right of conversion granted by Section 8 hereof8, and shall set forth in reasonable detail the method of calculation of each and with a brief statement of the facts requiring such adjustment. Where appropriate, such notice to holders of the Class B Series C Preferred Stock may be given in advance and included as part of the notice required under the provisions of Section 8(i) hereof8.9.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Softkey International Inc), Securities Purchase Agreement (Tribune Co)

Reports as to Adjustments. Upon any adjustment of the Conversion Ratio Price then in effect and any increase or decrease in the number of shares of Common Stock issuable upon the operation of the conversion set forth in Section 8 hereof8, then, and in each such case, the Corporation Company shall promptly deliver to the transfer agent of for the Class B Series A Preferred Stock and the transfer agent for the Common Stock, a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation Company setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the Conversion Ratio Price then in effect following such adjustment and the increased or decreased number of shares issuable upon the conversion set forth in Section 8 hereof8. The Corporation Company shall also promptly after the making of such adjustment give written notice to the registered holders of the Class B Series A Preferred Stock at the address of each holder as shown on the books of the Corporation Company maintained by the Transfer Agent transfer agent thereof, which notice shall state the Conversion Ratio Price then in effect, as adjusted, and the increased or decreased number of shares issuable upon the exercise of the right of conversion granted by Section 8 hereof8, and shall set forth in reasonable detail the method of calculation of each and with a brief statement of the facts requiring such adjustment. Where appropriate, such notice to holders of the Class B Stock may be given in advance and included as part of the notice required under the provisions of Section 8(i) hereof.notice

Appears in 1 contract

Samples: Securities Purchase Agreement (Learning Co Inc)

Reports as to Adjustments. Upon any adjustment of the ------------------------- Conversion Ratio then in effect and any increase or decrease in the number of shares of Common Stock issuable upon the operation of the conversion set forth in Section 8 hereof9, then, and in each such case, the Corporation shall promptly deliver to the transfer agent Transfer Agent of the Class Series B Preferred Stock and Common Stock, Stock a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the Conversion Ratio then in effect following such adjustment and the increased or decreased number of shares issuable upon the conversion set forth in Section 8 hereof9. The Corporation shall also promptly after the making of such adjustment give written notice to the registered record holders of the Class Series B Preferred Stock at the address of each holder as shown on the books of the Corporation maintained by the Transfer Agent thereof, which notice shall state the Conversion Ratio then in effect, as adjusted, and the increased or decreased number of shares issuable upon the exercise of the right of conversion granted by Section 8 hereof9, and shall set forth in reasonable detail the method of calculation of each and a brief statement of the facts requiring such adjustment. Where appropriate, such notice to record holders of the Class Series B Preferred Stock may be given in advance and included as part of the notice required under the provisions of Section 8(i) hereof9(h).

Appears in 1 contract

Samples: Merger Agreement (Continental Cablevision Inc)

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Reports as to Adjustments. Upon any adjustment of the Conversion Ratio then in effect and any increase or decrease in the number of shares of Common Stock issuable upon the operation of the conversion set forth in Section 8 hereof9, then, and in each such case, the Corporation shall promptly deliver to the transfer agent Transfer Agent of the Class Series B Preferred Stock and Common Stock, Stock a certificate signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the Conversion Ratio then in effect following such adjustment and the increased or decreased number of shares issuable upon the conversion set forth in Section 8 hereof9. The Corporation shall also promptly after the making of such adjustment give written notice to the registered record holders of the Class Series B Preferred Stock at the address of each holder as shown on the books of the Corporation maintained by the Transfer Agent thereof, which notice shall state the Conversion Ratio then in effect, as adjusted, and the increased or decreased number of shares issuable upon the exercise of the right of conversion granted by Section 8 hereof9, and shall set forth in reasonable detail the method of calculation of each and a brief statement of the facts requiring such adjustment. Where appropriate, such notice to record holders of the Class Series B Preferred Stock may be given in advance and included as part of the notice required under the provisions of Section 8(i) hereof9(h).

Appears in 1 contract

Samples: Merger Agreement (Us West Inc)

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