Common use of Certificate of Adjusted Exercise Price or Number of Shares Clause in Contracts

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

Appears in 11 contracts

Samples: Stockholder Rights Agreement, Rights Agreement (Veradigm Inc.), Rights Agreement (Veradigm Inc.)

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Certificate of Adjusted Exercise Price or Number of Shares. Issuable Upon Exercise of Rights. Whenever an adjustment is made as provided in -------------------------------- Section 11 or Section 13hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and securities issuable upon exercise of the Common Stock, Rights a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2625 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or to give such notice or mail such summary shall not affect the validity of or the force or and effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect tocontained, and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of, of such an adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Maxwell Shoe Co Inc), Rights Agreement (Amwest Insurance Group Inc), Rights Agreement (Standard Pacific Corp /De/)

Certificate of Adjusted Exercise Price or Number of Shares. Issuable Upon Exercise of Rights. Whenever an adjustment is made as -------------------------------- provided in Section 11 or Section 13hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and securities issuable upon exercise of the Common Stock, Rights a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2625 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or to give such notice or mail such summary shall not affect the validity of or the force or and effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect tocontained, and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of, of such an adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Bank Plus Corp), Rights Agreement (Virata Corp), Rights Agreement (Bank Plus Corp)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including an event which causes Rights to become null and void) occurs as provided in Section Sections 11 or Section 13and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed statement of the facts facts, computations and computations methodology accounting for such any adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Shares a copy of such certificate certificate, and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2626 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or give such notice or mail such summary shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein contained and shall have no not duty or liability with respect to, and shall not be deemed to have knowledge of, any adjustment or any such adjustment event unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 1313 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Time Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2627 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (TruBridge, Inc.)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.. 25

Appears in 1 contract

Samples: Stockholder Rights Agreement

Certificate of Adjusted Exercise Price or Number of Shares. Issuable Upon Exercise of Rights. Whenever an adjustment is made as provided -------------------------------- in Section 11 or Section 13hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and securities issuable upon exercise of the Common Stock, Rights a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2625 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or to give such notice or mail such summary shall not affect the validity of or the force or and effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, of such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Alexander & Baldwin Inc)

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Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, of such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (Sandridge Energy Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Nordstrom Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect affect the validity of or the force or effect effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Stockholder Rights Agreement

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect affect the validity of or the force or effect effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Shareholder Rights Agreement

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