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 5.5, 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 accountants appointed by the Corporation and acceptable to the Debenture Trustee (who may be the Corporation’s Auditors) and shall be conclusive and binding on all parties in interest. When so verified, the Corporation shall, except in respect of any subdivision, re-division, reduction, combination or consolidation of the Common Shares referred to in Sections 5.5(a)(i) or 5.5(a)(ii) forthwith give notice to the Debentureholders in the manner provided in Section 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 previously given notice under this Section 5.9 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 5.9.

Appears in 2 contracts

Sources: Trust Indenture (Red Mile Entertainment Inc), Trust Indenture (Red Mile Entertainment Inc)

Certificate as to Adjustment. The Corporation Corporation, pursuant to a Board Resolution, shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 5.54.6, 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 25% of the facts upon which principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such calculation is baseddetermination within 14 days of such determination being communicated to all the holders, which such 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’s Auditors) and shall be conclusive and binding on to all parties in interest. When so verifiedapproved, the Corporation shall, except in respect of any subdivision, re-divisionredivision, reduction, combination or consolidation of the Common Shares referred to in Sections 5.5(a)(i) or 5.5(a)(ii) Shares, forthwith give notice to the Debentureholders in the manner provided in Section 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 previously given notice under this Section 5.9 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 5.9.

Appears in 2 contracts

Sources: Indenture (C21 Investments Inc.), Indenture (C21 Investments Inc.)

Certificate as to Adjustment. The Corporation Corporation, pursuant to a Board Resolution, shall from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 5.54.5, 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, in the event that Debentureholders holding an aggregate of 25% of the principal amount of the Debentures then outstanding notify the Trustee that they do not agree with such determination within 14 days of such determination being communicated to all the Holders, such Officer's 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’s Auditors) and shall be conclusive and binding on all parties in interest. When so verifiedapproved, the Corporation shall, except in respect of any subdivision, re-divisionredivision, reduction, combination or consolidation of the Common Shares referred to in Sections 5.5(a)(i) or 5.5(a)(ii) Shares, forthwith give notice to the Debentureholders in the manner provided in Section 11.2 4.3 specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Conversion Price; provided that, if the Corporation has previously given notice under this Section 5.9 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 5.9.

Appears in 2 contracts

Sources: Indenture (C21 Investments Inc.), Indenture (C21 Investments Inc.)

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 5.56.5, 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 chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Corporation’s Auditorsauditors of the Trust) and shall be conclusive and binding on all parties in interest. When so verifiedapproved, the Corporation Trust shall, except in respect of any subdivision, re-divisionredivision, reduction, combination or consolidation of the Common Shares referred to in Sections 5.5(a)(i) or 5.5(a)(ii) Trust Units, forthwith give notice to the Debentureholders in the manner provided in Section 11.2 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 previously given notice otherwise than under this Section 5.9 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 5.96.9.

Appears in 1 contract

Sources: 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 5.56.5, 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 Corporation’s Auditorsauditors of the Trust) and shall be conclusive and binding on all parties in interest. When so verifiedapproved, the Corporation Trust shall, except in respect of any subdivision, re-divisionredivision, reduction, combination or consolidation of the Common Shares referred to in Sections 5.5(a)(i) or 5.5(a)(ii) Units, forthwith give notice to the Debentureholders in the manner provided in Section 11.2 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 previously given notice under this Section 5.9 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 5.9Section.

Appears in 1 contract

Sources: Trust Indenture (Penn West Energy Trust)

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 5.56.4, deliver an Officer’s a 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 Certificate and the amount of the adjustment specified therein shall be verified accompanied by an unqualified opinion of a firm of chartered accountants appointed by the Corporation Company and acceptable to the Debenture Trustee (who may be the Corporation’s AuditorsAuditors of the Company) 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 verified, the Corporation The Company shall, except in respect of any subdivision, re-division, reduction, combination subdivision or consolidation of the Common Shares referred to in Sections 5.5(a)(i) or 5.5(a)(ii) Shares, forthwith give notice to the Debentureholders Debenture holders in the manner provided in Section 11.2 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 previously given notice under this Section 5.9 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 5.96.8.

Appears in 1 contract

Sources: Trust Indenture (Pope & Talbot Inc /De/)

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 5.56.5, 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 chartered accountants appointed by the Corporation Trust and acceptable to the Debenture Trustee (who may be the Corporation’s Auditorsauditors of the Trust) and shall be conclusive and binding on all parties in interest. When so verifiedapproved, the Corporation Trust shall, except in respect of any subdivision, re-divisionredivision, reduction, combination or consolidation of the Common Shares referred to in Sections 5.5(a)(i) or 5.5(a)(ii) Trust Units, forthwith give notice to the Debentureholders in the manner provided in Section 11.2 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 previously given notice otherwise than under this Section 5.9 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 5.96.9.

Appears in 1 contract

Sources: Trust Indenture (Penn West Energy Trust)