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 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

Sources: 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 4.46.5, 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 12.2 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, 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 purposes6.10.

Appears in 1 contract

Sources: 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 4.4clause 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 12.2 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, 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 purposesclause 12.8.

Appears in 1 contract

Sources: Debenture Trust Indenture (Power Plus 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 4.46.4, 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 12.2 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, 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 purposesgiven.

Appears in 1 contract

Sources: 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 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 12.2 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, 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 purposes6.9.

Appears in 1 contract

Sources: 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 4.46.4, 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 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, relying on the opinion of Counsel, 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

Sources: Trust 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 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 12.2 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, 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 purposes6.9.

Appears in 1 contract

Sources: Trust Indenture (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 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 12.2 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, 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 purposes6.9.

Appears in 1 contract

Sources: Trust Indenture (Canetic Resources 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 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 12.2 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, 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 purposes6.9.

Appears in 1 contract

Sources: Convertible Debenture Indenture (Perpetual Energy 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 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 12.2 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, 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 purposes6.9.

Appears in 1 contract

Sources: 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 the manner provided in Section 12.2 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, 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 purposes6.9.

Appears in 1 contract

Sources: Trust Indenture (Harvest 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 12.2 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, 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 purposes6.9.

Appears in 1 contract

Sources: 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 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 12.2 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, 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 purposes6.9.

Appears in 1 contract

Sources: Trust Indenture (Gastar Exploration LTD)

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 12.2 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, relying on the opinion of Counsel, 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

Sources: Trust Indenture (Endeavour Silver Corp)