Common use of Notices of Adjustment Clause in Contracts

Notices of Adjustment. (i) Upon any adjustment of the Conversion Number pursuant to Section 5, the Company shall promptly, but in any event within 10 days thereafter, cause to be given to each registered holder of a Convertible Preferred Stock, at its address appearing on the share register by registered mail, postage prepaid, a certificate signed by an executive officer setting forth the Conversion Number and/or the number of shares of other securities or assets issuable upon the conversion of each Convertible Preferred Stock as so adjusted and describing in reasonable detail the facts accounting for such adjustment and the method of calculation used. Where appropriate, such certificate may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 5. (ii) In the event the Company proposes to take (or receives notice of) any action which would require an adjustment of the Conversion Number pursuant to Section 5, then the Company shall cause to be given to each registered holder of Convertible Preferred Stock at its address appearing on the share register, at least 10 days prior to the applicable record date or effective date for such action, a written notice in accordance with Section 5: (A) stating such record date or effective date, (B) describing such action in reasonable detail and (C) stating the date as of which it is expected that holders of record of Common Stock shall be entitled to receive any applicable dividends or distributions or to exchange their shares for securities or other property, if any, deliverable upon such action. The failure to give the notice required by this Section 5(d) or any defect therein shall not affect the legality or validity of any such action or the vote upon any such action.

Notices of Adjustment. (i) Upon any adjustment of the Conversion Number Per Share Price pursuant to this Section 52.1, the Company Optionee shall promptly, but in any event within 10 days thereafter, cause to be given to each registered holder of a Convertible Preferred StockNoteholder, at its address appearing on the share register in accordance with Section 5.1, by registered mail, postage prepaid, a certificate signed by an executive officer setting forth the Conversion Number Per Share Price and/or the number kind of shares of other securities or assets issuable upon the conversion exercise by the Optionee of each Convertible Preferred Stock its option hereunder as so adjusted and describing in reasonable detail the facts accounting for such adjustment and the method of calculation used. Where appropriate, such certificate may be given in advance and included as a part of the notice required to be mailed under the other provisions of this Section 5. 2.1. (ii) In the event the Company Optionee proposes to take (or receives notice of) any action which would require an adjustment of the Conversion Number Per Share Price pursuant to Section 52.1, then the Company Optionee shall cause to be given to each registered holder of Convertible Preferred Stock at its address appearing on the share registerNoteholder, in accordance with Section 5.1, at least 10 days prior to the applicable record date or effective date for such action, a written notice in accordance with Section 52.1: (A) stating such record date or effective date, (B) describing such action in reasonable detail and (C) stating the date as of which it is expected that holders of record of Common Stock Shares shall be entitled to receive any applicable dividends or distributions or to exchange their shares for securities or other property, if any, deliverable upon such action. The failure to give the notice required by this Section 5(d2.1(d) or any defect therein shall not affect the legality or validity of any such action or the vote upon any such action.