Common use of Certificate as to Adjustment Clause in Contracts

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.4, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Appears in 2 contracts

Samples: Subordination Agreement (Mogo Inc.), Subordination Agreement (Mogo Finance Technology Inc.)

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Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.4clause 12.3, deliver an Officer’s Officers' Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and and, when approved by the Trustee shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 clause 10.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting applicable Conversion Priceformula; provided that, if the Corporation has given notice under this Section 4.8 clause 12.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposesclause 12.8.

Appears in 1 contract

Samples: Debenture Trust Indenture (Power Plus Corp)

Certificate as to Adjustment. The Corporation Issuer shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Issuer and acceptable to the Trustee (who may be the Auditors of the CorporationIssuer) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Issuer shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Issuer Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 15.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Issuer has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Algonquin Power & Utilities Corp.)

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.45.6, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion advice of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 5.12 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes5.12.

Appears in 1 contract

Samples: Indenture

Certificate as to Adjustment. The Corporation shall from time to time time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section section 4.3 or 4.4, deliver an Officer’s a Certificate of the Corporation to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the Trustee shall be entitled to act and rely upon such Certificate of the Corporation. Such Certificate of the Corporation and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approvedUntil such Certificate of the Corporation is received by the Trustee, the Corporation shall, except Trustee may act and be protected in acting on the presumption that no adjustment has been made or is required. Except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, the Corporation shall forthwith give notice to the Debentureholders in the manner provided in Section 16.2 specifying the event requiring such adjustment or readjustment and the results amount thereof, including the resulting Conversion Price; provided that, that if the Corporation has given notice under this Section 4.8 section 4.12 covering all the relevant facts in respect of such event and if the Trustee approvesevent, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposessection 4.11.

Appears in 1 contract

Samples: Certicom Corp

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.45.5, deliver an Officer’s 's Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion advice of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 5.10 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes5.9.

Appears in 1 contract

Samples: Secured Trust Indenture

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Convertible Debenture Indenture

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.4, deliver an Officer’s Officers' Certificate to the Indenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Indenture Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 6.8 covering all the relevant facts in respect of such event and if the Indenture Trustee approves, no such notice to the Debentureholders need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.8.

Appears in 1 contract

Samples: Trust Indenture

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Officers' Certificate to the Indenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Indenture Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Indenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.45.5, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion advice of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 5.10 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes5.10.

Appears in 1 contract

Samples: Indenture

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Auditors auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice otherwise than under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Penn West Energy Trust)

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Debenture Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice otherwise than under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Indenture (PENGROWTH ENERGY Corp)

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Auditors auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesUnits, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice under this Section 4.8 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposesSection.

Appears in 1 contract

Samples: Trust Indenture (Penn West Energy Trust)

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.45.5, deliver an Officer’s 's Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 5.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes5.9.

Appears in 1 contract

Samples: Convertible Debenture Indenture

Certificate as to Adjustment. The Corporation shall from time to time immediately immediately, but in any event within five (5) Business Days, after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.44.3, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 11.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice otherwise than under this Section 4.8 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee Failure to provide or mail any such notice or any defect therein shall rely, and shall be protected in so doing, upon not affect the Officer’s Certificate, or the opinion validity of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposessuch adjustment.

Appears in 1 contract

Samples: Trust Indenture (Endeavour Silver Corp)

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Trustee (who may be the Auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 15.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Algonquin Power Income Fund

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Auditors auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Harvest Energy Trust

Certificate as to Adjustment. The Corporation Company shall from time to time time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.4section 4.3, deliver an Officer’s a Certificate of the Company to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the Debenture Trustee shall be entitled to act and rely upon such Certificate. Such Certificate of the Company and the amount of the adjustment or readjustment, as the case may be, specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interestinterest absent manifest error. When so approvedUntil such Certificate of the Company is received by the Debenture Trustee, the Corporation shall, except Debenture Trustee may act and be protected in acting on the presumption that no adjustment has been made or is required. Except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, the Company shall forthwith give notice to the Debentureholders in the manner provided in Section 16.2 specifying the event requiring such adjustment or readjustment and the results thereof, amount thereof including the resulting Conversion Price; provided that, that if the Corporation Company has given notice under this Section 4.8 section 4.10 covering all the relevant facts in respect of such event and if the Trustee approvesevent, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposessection 4.9.

Appears in 1 contract

Samples: New Gold Inc. /FI

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an certificate, report or opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Auditors auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice otherwise than under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Pengrowth Energy Trust)

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Auditors auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in i n the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice otherwise than under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Penn West Energy Trust)

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Auditors auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice otherwise than under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Canetic Resources Trust)

Certificate as to Adjustment. 4.8 The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.4Subsection 5.4, deliver an Officer’s Officers’ Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and and, when approved by the Trustee, shall be conclusive and binding on all parties in interestinterested parties. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 Subsection 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 Subsection 5.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposesSubsection 5.8.

Appears in 1 contract

Samples: Indenture (Poly-Pacific International Inc.)

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Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.4, deliver an Officer’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Debenture Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposesgiven.

Appears in 1 contract

Samples: Trust Indenture (Wi-Lan Inc.)

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Debenture Trustee (who may be the Auditors auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice otherwise therein under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Gastar Exploration LTD)

Certificate as to Adjustment. SECTION 6.8 The Corporation Company shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.4, deliver an Officer’s a Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate Certificate and the amount of the adjustment specified therein shall be verified accompanied by an unqualified opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Company and acceptable to the Trustee (who may be the Auditors of the CorporationCompany) to the effect that such Certificate presents fairly all matters described therein, and that the calculation of the amount of the adjustment specified therein is accurate, in accordance with the requirements of this Indenture, and such Certificate, when approved by the Trustee, shall be conclusive and binding on all parties in interest. When so approved, the Corporation The Company shall, except in respect of any subdivision, redivision, reduction, combination subdivision or consolidation of the Common Shares, forthwith give notice to the Debentureholders Debenture holders in the manner provided in Section 16.2 Article 14 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, that if the Corporation Company has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.8.

Appears in 1 contract

Samples: Pope & Talbot Inc /De/

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.4, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 covering all the relevant facts in respect of such event and if the Trustee approves, relying on the opinion of Counsel, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.

Appears in 1 contract

Samples: Convertible Debenture Indenture

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.45.3, deliver an Officer’s Officers’ Certificate to the Indenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 5.8 covering all the relevant facts in respect of such event and if the Indenture Trustee approves, no such notice to the Debentureholders need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes5.7.

Appears in 1 contract

Samples: Trust Indenture

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified conclusively determined by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and such advice or determination shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Subordinate Voting Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 6.10 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.10.

Appears in 1 contract

Samples: Indenture

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Officers' Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Trustee (who may be the Auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Paramount Energy Trust (Perpetual Energy Inc.)

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Officers’ Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 12.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.86.9. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes.CONVERTIBLE DEBENTURE INDENTURE

Appears in 1 contract

Samples: Convertible Debenture Indenture (Crailar Technologies Inc)

Certificate as to Adjustment. The Corporation shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee (who may be the Auditors of the Corporation) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Common Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Applicable Conversion Price; provided that, if the Corporation has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Indenture

Certificate as to Adjustment. The Corporation Trust shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s 's Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Auditors auditors of the CorporationTrust) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Trust shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment orreadjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Trust has given notice otherwise than under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Penn West Energy Trust)

Certificate as to Adjustment. The Corporation REIT shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.4, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation REIT and acceptable to the Trustee (who may be the Auditors of the CorporationREIT) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation REIT shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the SharesTrust Units, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 15.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation REIT has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposesgiven.

Appears in 1 contract

Samples: Trust Indenture

Certificate as to Adjustment. The Corporation Issuer shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Certificate to the Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation Issuer and acceptable to the Trustee (who may be the Auditors of the CorporationIssuer) and shall be conclusive and binding on all parties in interest. When so approved, the Corporation Issuer shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Issuer Shares, forthwith give notice to the Debentureholders in the manner provided in Section 16.2 14.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Issuer has given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Algonquin Power & Utilities Corp.)

Certificate as to Adjustment. The Corporation Company shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 4.46.5, deliver an Officer’s Certificate to the Debenture Trustee specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based, which certificate and the amount of the adjustment specified therein shall be verified by an opinion of a firm of nationally recognized chartered accountants appointed by the Corporation and acceptable to the Trustee Company (who may be the Auditors of Company’s Auditors) and acceptable to the Corporation) Debenture Trustee and shall be conclusive and binding on all parties in interest. When so approvedverified, the Corporation Company shall, except in respect of any subdivision, redivision, reduction, combination or consolidation of the Shares, Shares referred to in Sections 6.5(a)(i) or 6.5(a)(ii) forthwith give notice to the Debentureholders in the manner provided in Section 16.2 13.2 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation Company has previously given notice under this Section 4.8 6.9 covering all the relevant facts in respect of such event and if the Debenture Trustee approves, no such notice need be given under this Section 4.8. The Trustee shall rely, and shall be protected in so doing, upon the Officer’s Certificate, or the opinion of auditor and any other document filed by the Corporation pursuant to this Article 4 for all purposes6.9.

Appears in 1 contract

Samples: Trust Indenture (Canadian Satellite Radio Holdings Inc.)

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