Common use of Certificate as to Adjustments Clause in Contracts

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion of the Notes, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Price and the number of Conversion Shares to be received upon conversion of this Note, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Note. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the Company.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock Shares (or Other Securities) issuable on the conversion exercise of the NotesWarrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock Shares (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock Shares (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Common Shares to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the CompanyWarrant.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the number or kind of shares of Common Stock (or Other Securities) issuable on the conversion exercise of this Warrant, or in the NotesExercise Price, pursuant to the terms hereof, Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate Nothing in this Section 6 shall be deemed to the Holder of the Note and limit any transfer agent of the Companyother provision contained herein.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesWarrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, outstanding and (c) the Conversion Purchase Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the CompanyWarrant.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion of the NotesDebentures, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Debenture and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Price and the number of Conversion Shares to be received upon conversion of this NoteDebenture, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteDebenture. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Debenture and any transfer agent of the Company.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesWarrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Warrant and any transfer Warrant agent of the Company.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesWarrants, the Company Company, at its expense expense, will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the CompanyWarrant.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock Ordinary Shares (or Other Securities) issuable on the conversion exercise of the NotesWarrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock Ordinary Shares (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock Ordinary Shares (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Ordinary Shares to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Warrant and any transfer agent Warrant Agent of the CompanyCompany (appointed pursuant to Section 11 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesWarrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith promptly mail a copy of each such certificate to the Holder of the Note and any transfer agent of the CompanyWarrant.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock Ordinary Shares (or Other Securities) issuable on the conversion exercise of the NotesWarrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock Ordinary Shares (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock Ordinary Shares (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Ordinary Shares to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Warrant and any transfer Warrant agent of the CompanyCompany (appointed pursuant to Section 13 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (Shares or Other Securities) Preferred Shares issuable on the conversion of the Noteshereunder , the Company at its expense will promptly cause its Chief Executive Officer, Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note hereof and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares or Preferred Shares to be received upon conversion of this Notereceived, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Noteherein. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the CompanySubscriber.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock Shares (or Other Securities) issuable on the conversion exercise of the NotesWarrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock Shares (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock Shares (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Common Shares to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Warrant and any transfer agent Warrant Agent of the CompanyCompany (appointed pursuant to Section 11 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock common stock (or Other Securitiesother securities) issuable on the conversion exercise of the NotesWarrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock common stock (or Other Securitiesother securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock common stock (or Other Securitiesother securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Shares shares of common stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the CompanyWarrant.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock Shares (or Other Securities) issuable on the conversion exercise of the Notesthis Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare and file at the principal office of the Company a certificate setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the CompanyWarrant.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other SecuritiesCommon Stock Equivalents) issuable on the conversion exercise of the Notesthis Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other SecuritiesCommon Stock Equivalents) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Warrant Shares to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer Warrant agent of the CompanyCompany (appointed pursuant to Section 6.5 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion of the Notes, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares shares of Common Stock to be received upon conversion of this Note, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Note. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the Company.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other SecuritiesSecurities and Property) issuable on the conversion of the Notes, the Company at its expense will promptly cause its Chief Financial Executive Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (aA) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other SecuritiesSecurities and Property) issued or sold or deemed to have been issued or sold, (bB) the number of shares of Common Stock (or Other SecuritiesSecurities and Property) outstanding or deemed to be outstanding, and (cC) the Conversion Price and the number of Conversion Shares shares of Common Stock to be received upon conversion of this Note, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Note. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the Company’s transfer agent.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion of the NotesPurchase Price, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Warrant and any transfer agent Warrant Agent of the CompanyCompany (appointed pursuant to Section 11 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the Notesthis Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note this Warrant and any transfer Warrant agent of the CompanyCompany (appointed pursuant to Section 9 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in of the shares of Common Stock (or Other Securities) issuable on the conversion of the NotesStock, the Company at its expense will promptly cause its Chief Executive Officer, Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms hereof and of the Note Securities and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securitiesother securities of the Company) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securitiesother securities of the Company) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares to be received upon conversion of this Notereceived, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Noteherein. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer agent of the CompanySubscriber.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock Ordinary Shares (or Other Securities) issuable on the conversion exercise of the NotesWarrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock Ordinary Shares (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock Ordinary Shares (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Ordinary Shares to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Note. Warrant.. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Warrant and any transfer agent Warrant Agent of the CompanyCompany (appointed pursuant to Section 11 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securitiesother securities) issuable on the conversion exercise of the NotesWarrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder holder of the Note Warrant and any transfer Warrant agent of the CompanyCompany (appointed pursuant to Section 9 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesWarrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Warrant and any transfer Warrant agent of the Company. 15.

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the Notesthis Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer warrant agent of the CompanyCompany (appointed pursuant to Section 8 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesOptions, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Option and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteOption, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteOption. The Company will forthwith mail a copy of each such certificate to the Holder holder of the Note Option and any transfer Option agent of the CompanyCompany (appointed pursuant to Section 11 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesWarrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Purchase Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder holder of the Note Warrant and any transfer Warrant agent of the CompanyCompany (appointed pursuant to Section 11 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other SecuritiesCommon Stock Equivalents) issuable on the conversion exercise of the Notesthis Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other SecuritiesCommon Stock Equivalents) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Warrant Shares to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Note Bolder and any transfer Warrant agent of the CompanyCompany (appointed pursuant to Section 5.5 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesOption, the Company Parent at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Option and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company Parent for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteOption, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteOption. The Company Parent will forthwith mail a copy of each such certificate to the Holder of the Note and any transfer Option agent of the CompanyParent (appointed pursuant to Section 10 hereof).

Certificate as to Adjustments. In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the conversion exercise of the NotesWarrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Note Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Conversion Exercise Price and the number of Conversion Shares shares of Common Stock to be received upon conversion exercise of this NoteWarrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this NoteWarrant. The Company will forthwith mail a copy of each such certificate to the Holder holder of the Note Warrant and any transfer Warrant agent of the Company.