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

Accountants' Report as to Adjustments. In the case of any adjustment in the number of Shares purchasable upon exercise of this Warrant or the Exercise Price, the Company, at its sole expense, shall promptly (i) compute such adjustment in accordance with the terms of this Warrant and, if the holder hereof so requests in writing from the Company within 30 days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify such computation (other than any determination of the Fair Market Value of Common Stock or the fair market value of any other property); (ii) prepare a report setting forth such adjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment is based, including, without limitation, (a) the event or events giving rise to such adjustment; (b) the consideration received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; (c) the number of shares of Common Stock outstanding or deemed to be outstanding prior and subsequent to any such transaction; (d) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event or events and as adjusted; (iii) mail a copy of each such report to the holder hereof and, upon the request at any time of the holder hereof, furnish to the holder a like report setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were calculated; and (iv) keep copies of all such reports available at the principal office of the Company for inspection during normal business hours by the holder or any prospective purchaser of this Warrant designated by the holder hereof.

Accountants' Report as to Adjustments. In the each case of any adjustment or readjustment in the number shares of Shares purchasable Common Stock issuable upon the exercise of this Warrant or the Exercise PriceWarrant, the Company, Company at its sole expense, shall expense will promptly (i) compute such adjustment or readjustment in accordance with the terms of this Warrant and, if the holder hereof so requests in writing from the Company within 30 days of receipt of such computations from the Company, and cause independent certified public accountants of recognized national standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any determination computation of the Fair Market Value of Common Stock or the fair market value of any other property); (iiproperty as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including, without limitation, including a statement of (a) the event consideration received or events giving rise to such adjustment; (b) the consideration be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; issued, (cb) the number of shares of Common Stock outstanding or deemed to be outstanding prior outstanding, and subsequent to any such transaction; (dc) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event issue or events sale and as adjusted; adjusted and readjusted (iiiif required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report to the each holder hereof andof a Warrant and will, upon the written request at any time of the any holder hereofof a Warrant, furnish to the such holder a like report setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were it was calculated; and (iv) . The Company will also keep copies of all such reports available at the its principal office of and will cause the Company same to be available for inspection at such office during normal business hours by the any holder of a Warrant or any prospective purchaser of this a Warrant designated by the holder hereofthereof.

Accountants' Report as to Adjustments. In the each case of any adjustment or readjustment in the number shares of Shares purchasable Common Stock (or Other Securities) issuable upon the exercise of this Warrant or the Exercise PriceWarrant, the Company, Company at its sole expense, shall expense will promptly (i) compute such adjustment or readjustment in accordance with the terms of this Warrant and, if the holder hereof so requests in writing from the Company within 30 days of receipt of such computations from the Company, and cause independent certified public accountants accounts of recognized national nation al standing (which may be the regular auditors of the Company) selected by the Company to verify such computation (other than any determination computation of the Fair Market Value of Common Stock or the fair market value of any other property); (iiproperty as determined in good faith by the Board of Directors of the Company) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including, without limitation, including a statement of (a) the event consideration received or events giving rise to such adjustment; (b) the consideration be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; issued, (cb) the number of shares of Common Stock outstanding or deemed to be outstanding prior outstanding, and subsequent to any such transaction; (dc) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event issue or events sale and as adjusted; adjusted and readjusted (iiiif required by Section 2 hereof) on account thereof. The Company will forthwith mail a copy of each such report to the holder hereof andof this Warrant and will, upon the written request at any time of the holder hereofof this Warrant, furnish to the such holder a like report setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were it was calculated; and (iv) . The Company will also keep copies of all such reports at its office maintained pursuant to Section 12.2(a) hereof and will cause the same to be available at the principal office of the Company for inspection at such office during normal business hours by the holder of this Warrant or any prospective purchaser of this a Warrant designated by the holder hereofthereof.

Accountants' Report as to Adjustments. In the each case of any adjustment or readjustment in the number shares of Shares purchasable Common Stock (or Other Securities) issuable upon the exercise of this Warrant or the Exercise PriceWarrant, the Company, Company at its sole expense, shall expense will promptly (i) compute such adjustment or readjustment in accordance with the terms of this Warrant andWarrant, if and will prepare a certificate of the holder hereof so requests in writing from chief financial officer of the Company within 30 days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify such computation (other than any determination of the Fair Market Value of Common Stock or the fair market value of any other property); (ii) prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including, including without limitation, limitation a statement of (a) the event consideration received or events giving rise to such adjustment; (b) the consideration be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; issued, (cb) the number of shares of Common Stock outstanding or deemed to be outstanding prior outstanding, and subsequent to any such transaction; (dc) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event issue or events sale and as adjusted; adjusted and readjusted (iiiif required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report certificate to the each holder hereof andof a Warrant and will, upon the written request at any time of the holder hereofof this Warrant, furnish to the such holder a like report certificate setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were it was calculated; . In addition, with respect to any fiscal year of the Company during which any such adjustment or readjustment shall have been made, the Company will cause the independent public accountants reporting upon the Company's financial statements for such fiscal year to verify, concurrently with their annual audit of the Company's financial statements, the computations made by the Company during such fiscal year and (iv) to prepare and to deliver to the holder of this Warrant a report setting forth substantially the information described above in this Section 6 with respect to all such adjustments and readjustments. The Company will also keep copies of all such certificates and reports available at the its principal office of and will cause the Company same to be available for inspection at such office during normal business hours by the holder of this Warrant or any prospective purchaser of this Warrant designated by the holder hereofthereof.

Accountants' Report as to Adjustments. In the case of any adjustment in the number of Shares purchasable upon exercise of this Warrant or the Exercise Price, the Company, at its sole expense, shall promptly (i) compute such adjustment in accordance with the terms of this Warrant and, if the holder hereof so requests in writing from the Company within 30 days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify such computation (other than any determination of the Fair Market Value of Common Stock or the fair market value of any other property); (ii) prepare a report setting forth such adjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment is based, including, without limitation, (a) the event or events giving rise to such adjustment; (b) the consideration received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; (c) the number of shares of Common Stock outstanding or deemed to be outstanding prior and subsequent to any such transaction; (d) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event or events and as adjusted; (iii) mail a copy of each such report to the holder hereof and, upon the request at any time of the holder hereof, furnish to the holder a like report setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were calculated; and (iv) keep copies of all such reports available at the principal office of the Company for inspection during normal business hours by the holder or any prospective purchaser of this Warrant designated by the holder hereof; provided, however, if the independent certified public accountant determines that the actual adjustment is within five percent (5%) of the adjustment reported by the Company, the holder shall be responsible for the fees and expenses of the independent certified public accountant.

Accountants' Report as to Adjustments. In the case of any adjustment in the number of Shares purchasable upon exercise of this Warrant or the Exercise Price, the Company, at its sole expense, shall promptly (ia) compute such adjustment in accordance with the terms of this Warrant and, if the holder hereof Holder so requests in writing from the Company within 30 thirty (30) days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify such computation at the expense of Company, (other than any determination of the Fair Market Value of Common Stock or the fair market value of any other property); (iib) prepare a report setting forth such adjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment is based, including, without limitation, (ai) the event or events giving rise to such adjustment; , (b) the consideration received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; (cii) the number of shares of Common Stock outstanding or deemed to be outstanding prior and subsequent to any such transaction; , (diii) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); value) and (eiv) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event or events and as adjusted; , (iiic) mail send a copy of each such report to the holder hereof Holder and, upon the request at any time of the holder hereofHolder, furnish to the holder Holder a like report setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were calculated; , and (ivd) keep copies of all such reports available at the principal office of the Company for inspection during normal business hours by the holder Holder or any prospective qualified purchaser of this Warrant designated by the holder hereofHolder.

Accountants' Report as to Adjustments. In the each case of any adjustment or readjustment in the number shares of Shares purchasable Common Stock (or Other Securities) issuable upon the exercise of this Warrant or the Exercise PriceWarrant, the Company, Company at its sole expense, shall expense will promptly (i) compute such adjustment or readjustment in accordance with the terms of this Warrant andWarrant, if and will prepare a certificate of the holder hereof so requests in writing from chief financial officer of the Company within 30 days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify such computation (other than any determination of the Fair Market Value of Common Stock or the fair market value of any other property); (ii) prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including, including without limitation, limitation a statement of (a) the event consideration received or events giving rise to such adjustment; (b) the consideration be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; issued, (cb) the number of shares of Common Stock outstanding or deemed to be outstanding prior outstanding, and subsequent to any such transaction; (dc) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event issue or events sale and as adjusted; adjusted and readjusted (iiiif required by Section 2) on account thereof. The Company will forthwith mail a copy of each such report certificate to the each holder hereof andof a Warrant and will, upon the written request at any time of the holder hereofof this Warrant, furnish to the such holder a like report certificate setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were it was calculated; . In addition, with respect to any fiscal year of the Company during 13 -104- which any such adjustment or readjustment shall have been made, the Company will cause the independent public accountants reporting upon the Company's financial statements for such fiscal year to verify, concurrently with their annual audit of the Company's financial statements, the computations made by the Company during such fiscal year and (iv) to prepare and to deliver to the holder of this Warrant a report setting forth substantially the information described above in this Section 6 with respect to all such adjustments and readjustments. The Company will also keep copies of all such certificates and reports available at the its principal office of and will cause the Company same to be available for inspection at such office during normal business hours by the holder of this Warrant or any prospective purchaser of this Warrant designated by the holder hereofthereof.

Accountants' Report as to Adjustments. In the each case of any adjustment or readjustment in the number shares of Shares purchasable Common Stock (or Other Securities) issuable upon the exercise of this Warrant or the Exercise PriceWarrants, the Company, Company at its sole expense, shall expense will promptly (i) compute such adjustment or readjustment in accordance with the terms of this Warrant and, if the holder hereof so requests in writing from Warrants and the chief financial officer of the Company within 30 days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify will certify such computation (other than any determination of the Fair Market Value of Common Stock or the fair market value of any other property); (ii) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including, including without limitation, limitation a statement of (a) the event consideration received or events giving rise to such adjustment; (b) the consideration be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; issued, (cb) the number of shares of Common Stock Stock, outstanding or deemed to be outstanding prior outstanding, and subsequent to any such transaction; (dc) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event issue or events sale and as adjusted; adjusted and readjusted (iiiif required by section 2) on account thereof. The Company will forthwith mail a copy of each such certificate and report to the each holder hereof andof a Warrant and will, upon the written request at any time of the any holder hereofof a Warrant, furnish to the such holder a like certificate and report setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were it was calculated; and (iv) . The Company will also keep copies of all such reports available at the its principal office of and will cause the Company same to be available for inspection at such office during normal business hours Normal Business Hours by the any holder of a Warrant or any prospective purchaser of this a Warrant designated by the holder hereofthereof. At least once in each fiscal year of the Company, in connection with the preparation of the Company's annual audited financial statements, the Company will cause the auditors preparing such statements to review the certificates and reports delivered pursuant to this section 6 and to confirm in writing to each holder of a Warrant the correctness of the computations set forth therein; provided, however, that such review and confirmation need not be made if the aggregate amounts of adjustments in any fiscal year is less than $0.10. Such confirmation may accompany or be part of the certificate delivered by the auditors to the holders of the Notes pursuant to Section 4.1 of the U.S. Guaranty.

Accountants' Report as to Adjustments. In the each case of any adjustment in the number Number of Shares purchasable upon exercise of this Per Warrant or the Exercise Price, the Company, at its sole expense, shall promptly (i) compute such adjustment in accordance with the terms of this Warrant Agreement and, if the holder hereof Required Interest so requests in writing from the Company within 30 days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify such computation (other than any determination of the Fair Market Value of Common Stock or Other Securities or the fair market value of any other property); (ii) prepare a report setting forth such adjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment is based, including, without limitation, (a) the event or events giving rise to such adjustment; (b) the consideration received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; (c) the number of shares of Common Stock outstanding or deemed to be outstanding prior and subsequent to any such transaction; (d) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number Number of Shares purchasable upon exercise of this Per Warrant and the Exercise Price in effect immediately prior to such event or events and as adjusted; (iii) mail a copy of each such report to the holder hereof each Holder and, upon the request at any time of the holder hereofany Holder, furnish to the holder such Holder a like report setting forth the number Number of Shares purchasable upon exercise of this Per Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were calculated; and (iv) keep copies of all such reports available at the principal office of the Company for inspection during normal business hours by the holder any Holder or any prospective purchaser of this any Warrant designated by the holder hereofHolder thereof.

Accountants' Report as to Adjustments. (a) In the each case of any adjustment or readjustment in the number shares of Shares purchasable Common Stock (or Other Securities) issuable upon the exercise of this Warrant or the Exercise PriceWarrants, the Company, Company at its sole expense, shall expense will promptly (i) compute such adjustment or readjustment in accordance with the terms of this Warrant and, if the holder hereof so requests in writing from the Company within 30 days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify such computation (other than any determination of the Fair Market Value of Common Stock or the fair market value of any other property); (ii) Warrants and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment adjust- ment or readjustment is based, including, including without limitation, limitation a statement of (a) the event or events giving rise to such adjustment; (bi) the consideration received or to be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; issued, (cii) the number of shares of Common Stock outstanding or deemed to be outstanding prior outstanding, and subsequent to any such transaction; (diii) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event issue or events sale and as adjusted; adjusted and readjusted (iiiif required by section 2) on account thereof. The Company will forthwith mail a copy of each such report to each holder of a Warrant. Any holder of a Warrant may notify the holder hereof andCompany in writing within ten days following receipt of any such report that it disagrees with the Company's computation of such adjustment or readjustment, and may request the Company to cause independent public accountants of recognized national standing selected by the Company (which may be the regular auditors of the Company), at the Company's expense, to verify such computation and prepare a report setting forth the information required to be set forth in the Company's report. (b) The Company will, upon the written request at any time of the any holder hereofof a Warrant, furnish to the such holder a like report setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were it was calculated; and (iv) . The Company will also keep copies of all such reports available prepared pursuant to subdivision (a) and (b) of this section 6 at the its principal office of and will cause the Company same to be available for inspection at such office during normal business hours by the any holder of a Warrant or any prospective purchaser of this a Warrant designated by the holder hereofthereof. 7.

Accountants' Report as to Adjustments. In the each case of any adjustment or readjustment in the number shares of Shares purchasable Common Stock (or Other Securities) issuable upon the exercise of this Warrant or the Exercise PriceWarrants, the Company, Company at its sole expense, shall expense will promptly (i) compute such adjustment or readjustment in accordance with the terms of this Warrant and, if the holder hereof so requests in writing from Warrants and the chief financial officer of the Company within 30 days of receipt of such computations from the Company, cause independent certified public accountants of recognized national standing to verify will certify such computation (other than any determination of the Fair Market Value of Common Stock or the fair market value of any other property); (ii) and prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including, including without limitation, limitation a statement of (a) the event consideration received or events giving rise to such adjustment; (b) the consideration be received by the Company for any Additional Shares of Common Stock issued or sold or deemed to have been issued or sold; issued, (cb) the number of shares of Common Stock Stock, outstanding or deemed to be outstanding prior outstanding, and subsequent to any such transaction; (dc) the method by which any such adjustment was calculated (including a description of the basis on which the Board of Directors of the Company made any determination of Fair Market Value or fair market value required thereby); and (e) the number of Shares purchasable upon exercise of this Warrant and the Exercise Price in effect immediately prior to such event issue or events sale and as adjusted; adjusted and readjusted (iiiif required by section 2) on account thereof. The Company will forthwith mail a copy of each such certificate and report to the each holder hereof andof a Warrant and will, upon the written request at any time of the any holder hereofof a Warrant, furnish to the such holder a like certificate and report setting forth the number of Shares purchasable upon exercise of this Warrant and the Exercise Price at the time in effect and showing in reasonable detail how they were it was calculated; and (iv) . The Company will also keep copies of all such reports available at the its principal office of and will cause the Company same to be available for inspection at such office during normal business hours Normal Business Hours by the any holder of a Warrant or any prospective purchaser of this a Warrant designated by the holder hereof.thereof. At least once in each fiscal year of the Company, in connection with the preparation of the Company's annual audited financial statements, the Company will cause the auditors preparing such statements to review the certificates and reports delivered pursuant to this section 6 and to confirm in writing to each holder of a Warrant the correctness of the computations set forth therein; provided, however, that such review and confirmation need not be made if the aggregate amounts of adjustments in any fiscal year is less than