Adjustments for Restatements of Certain Financial Data Sample Clauses

Adjustments for Restatements of Certain Financial Data. The Company hereby acknowledges that the initial number of shares issuable upon exercise of the Warrants and the initial exercise price were calculated based upon the representation of the Company that the number of shares of Common Stock outstanding on a fully diluted basis as of the Closing Date (including the Issuable Warrant Shares) was 136,095 shares. if for any reason it shall hereafter be determined by any holder of the Warrants that the actual number of shares of Common Stock outstanding on a fully diluted basis as of the Closing Date was different from the foregoing, such holder or the Company, as the case may be, may notify the Company of such determination and if the Company does not dispute the same, the Company shall forthwith reissue the Warrants with appropriate adjustments in the initial number of shares issuable upon the exercise thereof and the applicable Exercise Price. if the Company or the holders of the Warrants shall dispute such determination, the Company and such holder shall each have the right to submit the disputed financial statements to separate firms of independent accountants of recognized national standing for a joint resolution of the objection of the holder (which firm of independent accountants may, in either case, be the firm of accountants regularly retained by the Company or such holder). If such firms cannot jointly resolve the objection of the holder, then, unless otherwise directed by agreement of the Company and such holder, such firms shall in their sole discretion choose another firm of independent certified public accountants of recognized national standing not the regular auditor of such holder or the Company, which firm shall resolve such objection. In either case, the determination so made shall be conclusive and binding on the Company, the holder and all persons claiming under or through either of them, and any adjustment in the disputed financial statements resulting from such determination shall be made. The cost of any such determinations shall be borne by the Company if' it results in an increase in the number of shares exercisable upon the exercise of the Warrant or by the holder if it results in no change or a decrease in the number of shares exercisable upon the exercise of the Warrant.
Sample 1
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Adjustments for Restatements of Certain Financial Data. The Company hereby acknowledges that the initial number of shares issuable upon exercise of this Warrant was calculated based upon the representation of the Company that the number of shares of Common Stock outstanding on a fully diluted basis as of the Closing Date (excluding the Issuable Warrant Shares) is as stated in Section 6.1(a). If for any reason it shall hereafter be determined by the holder of this Warrant that the actual number of shares of Common Stock outstanding on a fully diluted basis as of the Closing Date was different from the foregoing, such holder may notify the Company of such determination and if the Company does not dispute the same, the Company shall forthwith reissue this Warrant with appropriate adjustments in the initial number of shares issuable upon the exercise hereof.
Sample 1

Related to Adjustments for Restatements of Certain Financial Data

  • Amendments of Certain Documents Amend or otherwise modify (a) any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders, or (b) any term or condition of any Unsecured Financing Documentation in any manner materially adverse to the interests of the Administrative Agent or the Lenders.

  • Modification of Certain Agreements The Borrower will not, and will not permit any of its Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in,

  • Amendment of Certain Definitions Section. ------------------------------------------

  • Incorporation of Certain Representations The representations and warranties set forth in Section 5 of the Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of the date hereof except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and as of such earlier date.

  • Effect of Certain Events (a) If at any time the Company proposes (i) to sell or otherwise convey all or substantially all of its assets or (ii) to effect a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), in which the consideration to be received by the Company or its shareholders consists solely of cash, the Company shall give the holder of this Warrant thirty (30) days' notice of the proposed effective date of the transaction specifying that the Warrant shall terminate if the Warrant has not been exercised by the effective date of the transaction.

  • Certain Calculations Unless otherwise specified herein, the following provisions shall apply:

  • Modification of Certain Documents No Group Member shall do any of the following:

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Absence of Certain Changes, Events and Conditions Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to the Company, any:

  • Notification of Certain Changes Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

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