Common use of Accountants' Certificate as to Adjustments Clause in Contracts

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders of the Warrants, and will, on the written request at any time of the Majority Holders of the Warrants, furnish to such holders a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders of the Warrants may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders each Holder of the Warrantsa Warrant, and will, on the written request at any time of the Majority Holders any Holder of the Warrantsa Warrant, furnish to such holders Holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders Holder of the Warrants a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders each holder of the Warrantsa Warrant, and will, on the written request at any time of the Majority Holders any holder of the Warrantsa Warrant, furnish to such holders holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders holders of the Warrants a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an the Company's independent accounting firm or another independent certified public accountant at the expense of the Company.

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders each holder of the Warrantsa Warrant, and will, on the written request at any time of the Majority Holders any holder of the Warrantsa Warrant, furnish to such holders holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders of the Warrants may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Accountants' Certificate as to Adjustments. In each the case of any each event that may require any adjustment or readjustment in the shares of Common Stock Warrant Shares issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the number of shares of each class of the Company's Common Stock then outstanding on a fully diluted basis, and (iib) the number of shares of Common Stock each class of Warrant Shares to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 6 or Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders each holder of the Warrantsa Warrant, and will, on the written request at any time of the Majority Holders any holder of the Warrantsa Warrant, furnish to such holders holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders holder of the Warrants a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders each holder of the Warrantsa Warrant, and will, on the written request at any time of the Majority Holders any holder of the Warrantsa Warrant, furnish to such holders holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders of the Investors holding Warrants may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Accountants' Certificate as to Adjustments. In each the case of any each event that may require any adjustment or readjustment in the shares of Common Warrant Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (iib) the number of shares of Common Warrant Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7ss.7 or ss.8) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders each holder of the Warrantsa Warrant, and will, on the written request at any time of the Majority Holders any holder of the Warrantsa Warrant, furnish to such holders holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders holder of the Warrants a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Accountants' Certificate as to Adjustments. In each the case of any each ------------------------------------------ event that may require any adjustment or readjustment in the shares of Common Warrant Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (iib) the number of shares of Common Warrant Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7(S)9) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders each holder of the Warrantsa Warrant, and will, on the written request at any time of the Majority Holders any holder of the Warrantsa Warrant, furnish to such holders holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders holder of the Warrants a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.

Accountants' Certificate as to Adjustments. In each case of any event that may require any adjustment or readjustment in the shares of Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Common Stock then outstanding on a fully diluted basis, and (ii) the number of shares of Common Stock to 48 -11- be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by Section 7) 8) on account thereof. The Company will forthwith mail a copy of each such certificate to the Majority Holders each holder of the Warrantsa Warrant, and will, on the written request at any time of the Majority Holders any holder of the Warrantsa Warrant, furnish to such holders holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option, the Majority Holders of the Investors holding Warrants may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company.