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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 88 contracts

Samples: Rights Agreement (Vanda Pharmaceuticals Inc.), Rights Agreement (Ufp Technologies Inc), Form of Rights Agreement (TreeHouse Foods, Inc.)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 63 contracts

Samples: Rights Agreement (Bank Jos a Clothiers Inc /De/), Rights Agreement (Ipsen, S.A.), Rights Agreement (Abovenet Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 45 contracts

Samples: Rights Agreement (Medivation, Inc.), Rights Agreement (Amerigon Inc), Rights Agreement (Dex Media Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 38 contracts

Samples: Rights Agreement (Aphton Corp), Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (American Axle & Manufacturing Holdings Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 27 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 28 contracts

Samples: Rights Agreement (New Frontier Media Inc), Rights Agreement (Veeco Instruments Inc), Rights Agreement (Homeservices Com Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 20 contracts

Samples: Rights Agreement (Farmer Brothers Co), Rights Agreement (American Apparel, Inc), Rights Agreement (Avid Technology, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 17 contracts

Samples: Rights Agreement (Polymer Research Corp of America), Rights Agreement (New 360), Rights Agreement (Loctite Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 14 contracts

Samples: Rights Agreement (Oneok Inc /New/), Rights Agreement (Oneok Inc /New/), Rights Agreement (Oneok Inc /New/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such may assume that no adjustment has been made unless and until it shall have received such certificate.

Appears in 11 contracts

Samples: Rights Agreement (Cabot Industrial Trust), Rights Agreement (Casino America Inc), Rights Agreement (Abbott Laboratories)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 11 contracts

Samples: Rights Agreement (Old Republic International Corp), Rights Agreement (Old Republic International Corp), Rights Agreement (Old Republic International Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereofand 13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 11 contracts

Samples: Rights Agreement (IsoRay, Inc.), Tennant Company (Tennant Co), Rights Agreement (Graco Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief brief, reasonably detailed statement of the facts facts, computations and methodology accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 25.1 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to, and shall not be deemed to have knowledge of any of, such adjustment unless and until it shall have received such certificate.

Appears in 10 contracts

Samples: Rights Agreement (Macropore Inc), Rights Agreement (Lamonts Apparel Inc), Rights Agreement (Washington Mutual Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 9 contracts

Samples: Iron Mountain Incorporated (Iron Mountain Inc), Rights Agreement (Nabi Biopharmaceuticals), Rights Agreement (Comstock Resources Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 9 contracts

Samples: Tax Benefits Preservation Plan (Cord Blood America, Inc.), Tax Benefits Preservation Plan, Tax Benefits Preservation Plan (Cord Blood America, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, and a brief reasonably detailed statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 8 contracts

Samples: Rights Agreement (Aptimus Inc), Rights Agreement (Biospecifics Technologies Corp), Rights Agreement (Cabot Microelectronics Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Stock Preferred Shares and the Preferred Stock Common Shares, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 8 contracts

Samples: Rights Agreement (Ibasis Inc), Rights Agreement (Atossa Genetics Inc), Rights Agreement (Catalyst Pharmaceutical Partners, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 7 contracts

Samples: Rights Agreement (Keynote Systems Inc), Ii Rights Agreement (Vicinity Corp), Rights Agreement (Dexcom Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 7 contracts

Samples: Rights Agreement (Cardima Inc), Rights Agreement (Cardima Inc), Rights Agreement (Agouron Pharmaceuticals Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 7 contracts

Samples: Rights Agreement (Bowmar Instrument Corp), Rights Agreement (Union Acceptance Corp), Rights Agreement (Lincoln National Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 7 contracts

Samples: Rights Agreement (Stratasys Inc), Rights Agreement (Davita Inc), Rights Agreement (Davita Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 6 contracts

Samples: Rights Agreement (Tenet Healthcare Corp), Rights Agreement (Albertsons Inc /De/), Rights Agreement (Stanley Works)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the computations and facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 6 contracts

Samples: Rights Agreement (Renovis Inc), Rights Agreement (Bally Total Fitness Holding Corp), Rights Agreement (Design Within Reach Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such may assume that no adjustment has been made unless and until it shall have received such certificate.

Appears in 5 contracts

Samples: Rights Agreement (Omega Healthcare Investors Inc), Rights Agreement (Omega Healthcare Investors Inc), Rights Agreement (First Oak Brook Bancshares Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 7(b), 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 5 contracts

Samples: Stockholder Rights Agreement (Theglobe Com Inc), Shareholder Rights Agreement (El Paso Energy Corp/De), Shareholder Rights Agreement (El Paso Energy Corp/De)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofand Section 13, the Company shall promptly (a) promptly prepare a certificate setting forth describing such adjustment, adjustment and a brief statement of the facts accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent Agent, and with each the transfer agent for the Common Stock and the Preferred Stock Stock, a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate (or, if before the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25 hereof (if so required under Section 25 hereof)26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 5 contracts

Samples: Rights Agreement (Jabil Circuit Inc), Rights Agreement (Brown & Brown Inc), Rights Agreement (Romac International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 5 contracts

Samples: Rights Agreement (Bexil Corp), Rights Agreement (Global Self Storage, Inc.), Rights Agreement (Global Self Storage, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying may rely on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 5 contracts

Samples: Rights Agreement (State Street Corp), Rights Agreement (State Street Corp), Rights Agreement (State Street Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the ---------- -- Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if ---------- so required under Section 25 hereof). The Rights Agent shall be fully protected ---------- in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Yp Corp), Rights Agreement (Yp Corp), Rights Agreement (Yp Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Stock and the Preferred Stock Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 4 contracts

Samples: Rights Agreement (Robotic Vision Systems Inc), Rights Agreement (Cutco Industries Inc), Rights Agreement (Cutco Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofSection 13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Section 382 Rights Agreement (Insweb Corp), Rights Agreement (Cobra Electronics Corp), Rights Agreement (Neenah Paper Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares and the Preferred Stock Shares a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Harris Interactive Inc), Rights Agreement (Chesapeake Utilities Corp), Rights Agreement (United Natural Foods Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and contained, shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate, and shall not be required or permitted to question the requirement for or the calculation of any such adjustment.

Appears in 4 contracts

Samples: Rights Agreement (Citation Corp /Al/), Rights Agreement (Southern Energy Homes Inc), Rights Agreement (Birmingham Steel Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Qep Resources, Inc.), Rights Agreement (Exact Sciences Corp), Tax Benefit Preservation Plan (Access Integrated Technologies, Inc. D/B/a Cinedigm Digital Cinema Corp.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 4 contracts

Samples: Rights Agreement (Boddie Noell Properties Inc), Rights Agreement (Highwoods Properties Inc), Rights Agreement (Highwoods Properties Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company Corporation shall promptly (aA) prepare a certificate setting forth such adjustment, adjustment and a brief brief, reasonably detailed statement of the facts facts, computations and methodology accounting for such adjustment, (bB) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (cC) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 25.1 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to, and shall not be deemed to have knowledge of any of, such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Depomed Inc), Rights Agreement (Remec Inc), Rights Agreement (Thoratec Corp)

Certificate of Adjusted Purchase Price or Number of Shares. 12.1. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 25.1 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Netvantage Inc), Rights Agreement (Netvantage Inc), Rights Agreement (International Remote Imaging Systems Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on and/or any adjustment contained therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Criimi Mae Inc), Rights Agreement (Criimi Mae Inc), Rights Agreement (Gadzooks Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Junior Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Titan Pharmaceuticals Inc), Rights Agreement (Titan Pharmaceuticals Inc), Rights Agreement (Chinacast Education Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such may assume that no adjustment has been made unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Omega Worldwide Inc), Rights Agreement (Omega Worldwide Inc), Omega Worldwide Inc

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the applicable series of Common Stock and the applicable series of Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Discovery Holding CO), Rights Agreement (Discovery Communications, Inc.), Rights Agreement (Ascent Media CORP)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Section 13.

Appears in 3 contracts

Samples: Rights Agreement (Associates First Capital Corp), Rights Agreement (Associates First Capital Corp), Rights Agreement (Acnielsen Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Quanex Corp), Rights Agreement (Quanex Corp), Shareholder Rights Agreement (El Paso Natural Gas Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and together with a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Abc Bancorp), Rights Agreement (Alternative Living Services Inc), Rights Agreement (Abc Bancorp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 12 or 13 14 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and Shares of the Preferred Stock Company a copy of such certificate and (c) mail a brief summary thereof to each holder of record of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 28 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Pharmaceutical Marketing Services Inc), Rights Agreement (Pharmaceutical Marketing Services Inc), Rights Agreement (Quorum Health Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Wendys International Inc), Rights Agreement (Sola International Inc), Rights Agreement (Allied Waste Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Bellwether Exploration Co), Rights Agreement (Nuevo Energy Co), Rights Agreement (Bellwether Exploration Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Cree Inc), Rights Agreement (Quintiles Transnational Corp), Rights Agreement (Quintiles Transnational Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall it be deemed to have knowledge of any such an adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Marsh & McLennan Companies Inc), Rights Agreement (Marsh & McLennan Companies Inc), Rights Agreement (Marsh & McLennan Companies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof13, the Company shall will promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof25). The Rights Agent shall will be fully protected in relying on any such certificate and on any adjustment therein contained and shall will not be deemed to have knowledge of any such adjustment unless and until it shall have received receives such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Pinnacle Airlines Corp), Rights Agreement (Pinnacle Airlines Corp), Rights Agreement (Pinnacle Airlines Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Smith & Wesson Holding Corp), Rights Agreement (Main Street Restaurant Group, Inc.), Rights Agreement (Andrx Corp /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for resulting in such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Waterlink Inc), Rights Agreement This Agreement (Waterlink Inc), Rights Agreement This Agreement (Waterlink Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and contained. The Rights Agent shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Schweitzer Mauduit International Inc), Rights Agreement (Schweitzer Mauduit International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.. 36 34

Appears in 2 contracts

Samples: 3 Rights Agreement (New D&b Corp), Rights Agreement (New D&b Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Hallwood Energy Corp), Rights Agreement (Matrix Bancorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares, Class A Common Shares or the Preferred Stock Shares a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Claires Stores Inc), Rights Agreement (Claires Stores Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect for and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Hubbell Inc), Rights Agreement (Hubbell Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Genzyme Corp), Rights Agreement (Genzyme Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Stock Preferred Shares and the Preferred Stock Common Shares, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Section 382 Rights Agreement (Pulte Homes Inc/Mi/), Section 382 Rights Agreement (Pulte Homes Inc/Mi/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with promptly deliver to the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Pep Boys Manny Moe & Jack), Rights Agreement (Pep Boys Manny Moe & Jack)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Symbol Technologies Inc), Rights Agreement (Symbol Technologies Inc)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Newbridge Parent Corp), Rights Agreement (Northwest Airlines Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Section 382 Rights Agreement (Winland Electronics Inc), Section 382 Rights Agreement (Broadwind Energy, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if the Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Emergent BioSolutions Inc.), Rights Agreement (Emergent BioSolutions Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Benefit Protection Plan Agreement (Integrated Electrical Services Inc), Tax Benefit Protection Plan Agreement (IES Holdings, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Stock and the Preferred Stock Stock, a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained contained, and shall not be obligated or responsible for calculating and adjustment. The Rights Agent may rely on such certificate and shall not be deemed to have knowledge of any such adjustment unless and until it shall have has received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Nci Building Systems Inc), Rights Agreement (Nci Building Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Chicago Rivet & Machine Co), Rights Agreement (Chicago Rivet & Machine Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofSection 13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Inspired Entertainment, Inc.), Rights Agreement (Fortune Brands Home & Security, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Volcano CORP), Rights Agreement (Volcano CORP)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock Exchangeable Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in acting and relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Section 13.

Appears in 2 contracts

Samples: Exhibit 99 (Mattel Inc /De/), Exhibit 99 (Mattel Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided provided, in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for or such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Swift Energy Co), Rights Agreement (Cairn Energy Usa Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 27 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Screaming Media Com Inc), Rights Agreement (Ramtron International Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof13, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with the transfer agents for each transfer agent for of the Common Stock Shares and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Ucar International Inc), Rights Agreement (Ucar International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Dor Biopharma Inc), Rights Agreement (Dor Biopharma Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever ---------------------------------------------------------- an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Etec Systems Inc), Rights Agreement (Etec Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file a copy of such certificate with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock a copy of such certificate Shares and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such may assume that no adjustment has been made unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Indymac Bancorp Inc), Rights Agreement (Indymac Bancorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Malan Realty Investors Inc), Rights Agreement (Malan Realty Investors Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief reasonably detailed statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Kenetech Corp), Rights Agreement (Vans Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Alteva, Inc.), Rights Agreement (Alteva, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Class A Shares, Class B Shares and the Participating Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such may assume that no adjustment has been made unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Section 16 (Security Capital Group Inc/), Rights Agreement (Security Capital Group Inc/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Series A Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Wci Communities Inc), Rights Agreement (Wci Communities Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Ordinary Shares or the Junior Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (ChinaEdu CORP), Rights Agreement (ChinaEdu CORP)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Ivc Industries Inc), Rights Agreement (Chromatics Color Sciences International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Stock Preferred Shares and the Preferred Stock Common Shares, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Barry R G Corp /Oh/), Rights Agreement (Barry R G Corp /Oh/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares and/or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Harbor BioSciences, Inc.), Rights Agreement (Hollis Eden Pharmaceuticals Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Stock and the Preferred Stock Stock, a copy of such certificate certificate, and (c) ), if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 2 contracts

Samples: Rights Agreement (Cinergy Corp), Rights Agreement (Cinergy Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Preference Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Connecticut Water Service Inc / Ct), 4 Rights Agreement (Connecticut Water Service Inc / Ct)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Ballantyne of Omaha Inc), Rights Agreement (Ballantyne of Omaha Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Series A Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Id Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect for and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Hubbell Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of the facts facts, computations and accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares of the Company or the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Huttig Building Products Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.. 17

Appears in 1 contract

Samples: Rights Agreement (Axonyx Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Common Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Fluke Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Deere & Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each the transfer agent for the Common Stock and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Rainbow Technologies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment 23 therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Qualified Offer Plan Rights Agreement (Pactiv Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained contained, 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 shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (A & B II, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares and the Preferred Stock Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Centerline Holding Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Prosofttraining Com)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofSection 13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each the transfer agent for the Common Stock and the Preferred Stock Stock, a copy of such certificate certificate, and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof)26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Lubys Inc)

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