Common use of Notices to Warrant Agent and Holders Clause in Contracts

Notices to Warrant Agent and Holders. Whenever the number of Warrant Shares is adjusted or the Exercise Price in respect thereof is adjusted, as herein provided, the Company shall promptly or, if notice of such adjustment is required to be given to DTC, at least five (5) days prior to the date on which notice of such adjustment is given to DTC, give to each Holder notice of such adjustment or adjustments and shall promptly deliver to each Holder and the Warrant Agent an Officer's Certificate (confirmed by a certificate from the Company's independent certified public accountants) setting forth: (i) the number of Warrant Shares issuable upon the exercise of each Warrant and the Purchase Price of such shares after such adjustment; (ii) a brief statement of the facts requiring such adjustment; and (iii) the computation by which such adjustment was made. So long as any Warrant is outstanding, within ninety (90) days of the end of each fiscal year of the Company, the Company shall deliver to each Holder an Officer's Certificate setting forth: (i) the number of Warrant Shares issuable upon the exercise of each Warrant and the Exercise Price of such shares as of the end of such fiscal year; (ii) a brief statement of the facts requiring each adjustment, if any, required to be made in such fiscal year; and (iii) the computation by which each such adjustment was made. In the event that the Holders of at least 25% of the outstanding Warrants shall challenge any of the calculations set forth in such notice within 20 Business Days after the Company's delivery thereof, the Company shall retain an Independent Financial Advisor to prepare and execute a certificate verifying that no adjustment is required. The Company shall promptly cause a signed copy of any certificate prepared pursuant to this Section 5.5 to be delivered to each Holder. The Company shall keep at the Warrant Agent Office copies of all such certificates and cause the same to be available for inspection at said office during normal business hours upon reasonable notice by any Holder or any prospective purchaser of a Warrant designated by a Holder thereof.