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 hereof, the Company shall (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment along with computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Sohu.com LTD), Shareholder Rights Agreement (Sohu.com LTD)

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Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including, without limitation, an event which causes Rights to become null and void) occurs as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment or describing such event, and a brief statement of the facts giving rise to the extent applicable, accounting for any such adjustment along with computations and methodology accounting for such adjustmentor event, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any adjustment or any such event unless and until it has shall have received such certificate.

Appears in 2 contracts

Samples: Stockholders Rights Agreement (Box Ships Inc.), Stockholders Rights Agreement (Box Ships Inc.)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights of their exercisability (including without limitation an event which causes Rights to become null and void) as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment or describing such event and a brief reasonably detailed statement of the facts giving rise to such adjustment along with facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of such adjustment or any adjustment such event unless and until it has shall have received such certificate.

Appears in 2 contracts

Samples: Shareholders Rights Agreement (Euroseas Ltd.), Stockholders Rights Agreement (Nordic American Tanker Shipping LTD)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment (including without limitation an event which causes Rights to become null and void) is made as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment or describing such event and a brief reasonably detailed statement of the facts giving rise to such adjustment along with facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement any such event contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Medialink Worldwide Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation, an event which causes Rights to become null and void) occurs as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment along with computations and methodology calculations accounting for such adjustmentadjustment or describing such event, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares Common Stock of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock of the Company) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, to and shall not be deemed to have knowledge of any such adjustment or event unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Bellavista Capital Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation an event which causes Rights to become null and void) occurs as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment or describing such event and a brief brief, reasonably detailed statement of the facts giving rise to such adjustment along with facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of of, any adjustment or any such event unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Curon Medical Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment (including without limitation an event which causes Rights to become null and void) is made as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment or describing such event and a brief reasonably detailed statement of the facts giving rise to such adjustment along with facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Common Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement any such event contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Del Global Technologies 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, without limitation, an event which causes Rights to become null and void) occurs as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company certificate setting forth such adjustment or describing such event, and a brief statement of the facts giving rise to such adjustment along with facts, computations and methodology methodology, to the extent applicable, accounting for any such adjustment, (b) promptly file file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification certification or give such notice shall not affect affect the validity of such adjustment or the force or effect effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any adjustment or any such event unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Stockholders’ Rights Agreement

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Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including, without limitation, an event which causes Rights to become null and void) occurs as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment or describing such event, and a brief statement of the facts giving rise to such adjustment along with facts, computations and methodology methodology, to the extent applicable, accounting for any such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any adjustment or any such event unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Stockholders Rights Agreement (Diana Containerships Inc.)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation an event which causes the Rights to become null and void) occurs as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment or describing such event, and a brief brief, reasonably detailed statement of the facts giving rise to such adjustment along with facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment adjustment, description of event or statement contained therein and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of of, any such adjustment or any such event unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Peregrine Systems Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including, without limitation, an event which causes Rights to become null and void) occurs as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment along with computations and methodology calculations accounting for such adjustmentadjustment or describing such event, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, to and shall not be deemed to have knowledge of any such adjustment or event unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Digitalthink Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation an event which causes Rights to become null and void) occurs as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment along with computations and methodology calculations accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to, to and shall not be deemed to have knowledge of any such adjustment or event unless and until it has shall have received such certificate.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Harmonic Inc)

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