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 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 47 contracts

Samples: Tax Benefit Preservation Plan Rights Agreement (Iec Electronics Corp), Rights Agreement (Netsolve Inc), Rights Agreement (Ametek Inc/)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 46 contracts

Samples: Section 382 Rights Agreement (Toll Brothers Inc), Rights Agreement (Rural Metro Corp /De/), Section 382 Rights Agreement (Beazer Homes Usa Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 40 contracts

Samples: Rights Agreement (Hospira Inc), Rights Agreement (Hercules Offshore, L.L.C.), Rights Agreement (Syntroleum Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 35 contracts

Samples: Agreement (El Capitan Precious Metals Inc), Rights Agreement (Wits Basin Precious Minerals Inc), Agreement (Kona Grill Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (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 Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing evidencing shares of Company Common Stock) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 29 contracts

Samples: Rights Agreement (Mothers Work Inc), Rights Agreement (Bunge LTD), Rights Agreement (Education Lending Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a 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 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 24 contracts

Samples: Rights Agreement (JDS Uniphase Corp /Ca/), Rights Agreement (Optika Inc), Rights Agreement (Glenborough Realty Trust Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 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 transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 23 contracts

Samples: Rights Agreement (Manugistics Group Inc), Rights Agreement (Pozen Inc /Nc), Rights Agreement (Tier Technologies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 23 contracts

Samples: Rights Agreement (BJS Wholesale Club Inc), Rights Agreement (BJS Wholesale Club Inc), Rights Agreement (Eclipsys Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 17 contracts

Samples: Rights Agreement (Solitron Devices Inc), Rights Agreement (Midas Inc), Rights Agreement (Nexmed Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 or the Series A Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 10 contracts

Samples: Rights Agreement (Safeway Inc), Rights Agreement (Accuride Corp), Rights Agreement (KOHLS Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the 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 Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate Certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 9 contracts

Samples: Rights Agreement (CPEX Pharmaceuticals, Inc.), Rights Agreement (CPEX Pharmaceuticals, Inc.), Rights Agreement (1st Constitution Bancorp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a 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 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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: Rights Agreement (American Retirement Corp), Rights Agreement (O Charleys Inc), Rights Agreement (Forward Air Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 9 contracts

Samples: Rights Agreement (Regeneron Pharmaceuticals Inc), Rights Agreement (Cooper Industries Inc), Rights Agreement (R&b Falcon Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the 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 Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares share of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 9 contracts

Samples: Rights Agreement (Collectors Universe Inc), Rights Agreement (Wyndham Worldwide Corp), Rights Agreement (Realogy Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 8 contracts

Samples: Rights Agreement (Safeskin Corp), Rights Agreement (Cotelligent Group Inc), Rights Agreement (Safeskin Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 8 contracts

Samples: Rights Agreement (Consol Energy Inc), Rights Agreement (Neose Technologies Inc), Rights Agreement (Maritrans Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 7 contracts

Samples: Rights Agreement (Union Camp Corp), Rights Agreement (Nui Corp), Rights Agreement (Nui Holding Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common StockCompany Securities, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockCompany Securities) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 6 contracts

Samples: Rights Agreement (Marcam Solutions Inc), Rights Agreement (Marcam Corp), Rights Agreement (Marcam Solutions Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 6 contracts

Samples: Rights Agreement (Cameron International Corp), Rights Agreement (Sequus Pharmaceuticals Inc), Rights Agreement (Sequus Pharmaceuticals Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 6 contracts

Samples: Rights Agreement (Lifeline Systems Inc), Rights Agreement (LTX Corp), Rights Agreement (Standex International Corp/De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 11, 12 or 14 hereof, the Company shall (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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 6 contracts

Samples: Rights Agreement (Towerstream Corp), Rights Agreement (Iris International Inc), Rights Agreement (Film Roman Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 5 contracts

Samples: Shareholder Rights Agreement (Sunlink Health Systems Inc), Shareholder Rights Agreement (Sunlink Health Systems Inc), Rights Agreement (LNB Bancorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall shall: (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 Preferred Stock and the Common Stock, a copy of such certificate, ; and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 5 contracts

Samples: Rights Agreement (Key Technology Inc), Rights Agreement (Key Technology Inc), Rights Agreement (Key Technology Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall (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 Preferred Stock and Common Shares or the Common Stock, Series B Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Separation Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 5 contracts

Samples: Rights Agreement (Cd Radio Inc), Rights Agreement (Loehmanns Inc), Rights Agreement (Cd Radio Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereofor 13, the Company shall (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 Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a 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 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Merrill Lynch & Co Inc), Rights Agreement (Be Aerospace Inc), Rights Agreement (Be Aerospace Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the 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 Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate Certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 5 contracts

Samples: Rights Agreement (Hemispherx Biopharma Inc), Rights Agreement (Calgon Carbon Corporation), Rights Agreement (Calgon Carbon Corporation)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Genvec Inc), Rights Agreement (Evergreen Bancorp Inc), Rights Agreement (Armco Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Central & South West Corp), Rights Agreement (Central & South West Corp), Rights Agreement (Central & South West Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof9, the Company shall (ai) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (bii) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (ciii) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the a Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof23. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Exchange Agreement, Tax Benefits Preservation Plan (Citigroup Inc), Exchange Agreement (Citigroup Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 Sections 8 and Section 13 hereof10, the Company shall (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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof22. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Rights Agreement (Imclone Systems Inc), Rights Agreement (Laboratory Corp of America Holdings), Rights Agreement (Modem Media Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly 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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Eloyalty Corp), Rights Agreement (Eloyalty Corp), Rights Agreement (Navigant Consulting Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (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 Preferred Company Common Stock and the Common Preferred Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a 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 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Mim Corp), Rights Agreement (Mim Corp), Rights Agreement (Mim Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall (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 Preferred Stock and Common Shares or the Common Stock, Series A Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Separation Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Rights Agreement (Orthologic Corp), Rights Agreement (Orthologic Corp), Rights Agreement (Nfo Worldwide Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Shareholder Rights Agreement (Lamar Capital Corp), Rights Agreement (Wolohan Lumber Co), Rights Agreement (Wolohan Lumber Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (a) promptly 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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing affected shares of Common Stock) in accordance with the manner set forth in Section 26 hereof26. 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 a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Bnccorp Inc), Rights Agreement (Conrad Industries Inc), Rights Agreement (Horizon Offshore Inc)

Certificate of Adjusted Purchase Price or Number of Shares. 12.1. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company Corporation shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief brief, reasonably detailed statement of the facts facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Stock and the Common Stock, Preferred Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25.1 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall have no duty with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Alza Corp), Rights Agreement (Seattle Filmworks Inc), Rights Agreement (Photoworks Inc /Wa)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereofSections 8 or 10, the Company shall (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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof22. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Callidus Software Inc), Rights Agreement (Vitesse Semiconductor Corp), Rights Agreement (Therasense Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Coorstek Inc), Rights Agreement (Sunrise Assisted Living Inc), Rights Agreement (Ciena Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Serv Tech Inc /Tx/), Rights Agreement (Serv Tech Inc /Tx/), Rights Agreement (Serv Tech Inc /Tx/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each record holder of a Rights Certificate (or, if prior to the Distribution Date, to each record holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Gateway Energy Corp/Ne), Rights Agreement (Cerner Corp /Mo/), Rights Agreement (Gold Banc Corp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein containedcontained and shall not be deemed to have knowledge of any adjustment or any such event unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Breeze-Eastern Corp), Rights Agreement (Genvec Inc), Rights Agreement (Asta Funding Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section and/or 13 hereof, the Company shall (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 Preferred Stock Shares and the Common Stock, Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 27 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Flushing Financial Corp), Rights Agreement (North Pittsburgh Systems Inc), Rights Agreement (North Pittsburgh Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof9, the Company shall (ai) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (bii) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (ciii) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the a Distribution Date, to each holder of a certificate representing shares of Common StockStock or an Ownership Statement in respect thereof) in accordance with the manner set forth in Section 26 hereof22. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Shareholder Rights Plan (Sterling Financial Corp /Wa/), Shareholder Rights Plan (Sterling Financial Corp /Wa/), Shareholder Rights Plan (Sterling Financial Corp /Wa/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Optelecom Inc), Rights Agreement (LSB Bancshares Inc /Nc/), Rights Agreement (First Financial Bancorp /Oh/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief 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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Special Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and 11, Section 13 hereof, or Section 23(a) the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Chembio Diagnostics, Inc.), Rights Agreement (Chembio Diagnostics, Inc.), Rights Agreement (InspireMD, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (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 Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a 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 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Winstar Communications Inc), Rights Agreement (Winstar Communications Inc), Rights Agreement (Acc Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Common Stock and the Common Preferred Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Commvault Systems Inc), Rights Agreement (Ion Geophysical Corp), Rights Agreement (Innospec Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (U S Technologies Inc), Rights Agreement (Southfirst Bancshares Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section ---------------- Sections 11 and Section 13 hereof, the Company shall (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 Preferred Common Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Dusa Pharmaceuticals Inc), Rights Agreement (Dusa Pharmaceuticals Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (a) promptly 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 Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing evidencing shares of Company Common Stock) in accordance with Section 26 hereof25. 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 (Pg&e Corp), Rights Agreement (Pacific Gas & Electric Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 Preferred Common Stock and or the Common Stock, Incentive Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Mentor Graphics Corp), Rights Agreement (Mentor Graphics Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Devry Inc), Rights Agreement (SPSS Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Junior Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a 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 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Georgia Pacific Corp), Rights Agreement (Georgia Pacific Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of the Common StockShares) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained. Section 13.

Appears in 2 contracts

Samples: Rights Agreement (Excel Industries Inc), Rights Agreement (Excel Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section SECTION 11 and Section or SECTION 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section SECTION 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Forgent Networks Inc), Rights Agreement (Forgent Networks Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 or the Series A Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein containedcontained 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: Tax Benefit Preservation Plan (ModusLink Global Solutions Inc), Tax Benefit Preservation Plan (Transcept Pharmaceuticals Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Junior Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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: Stockholders Rights Agreement (Conectiv Inc), Stockholders Rights Agreement (Conectiv 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 and Section 13 hereofor 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement statement, reasonably detailed, of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of record of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of record of a certificate representing shares of Common StockShares) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein containedand shall have no duty with respect to and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Amerisource Health Corp/De), Rights Agreement (Amerisource Health Corp/De)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 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 (Corn Products International Inc), Rights Agreement (Corn Products International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (a) promptly 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) promptly file with the Rights Agent, and with each transfer agent for the Preferred Company Common Stock and the Common Preferred Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a 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 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Jp Realty Inc), Rights Agreement (Jp Realty Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 or the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein containedcontained 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 (Entercom Communications Corp), Rights Agreement (Allergan Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of the Common StockShares) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Si Diamond Technology Inc), Rights Agreement (Si Diamond Technology Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section or 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 Shares or the Preferred Stock and the Common Stock, 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 Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 shares of Preferred Stock and the shares of Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Contango ORE, Inc.), Rights Agreement (Contango Oil & Gas Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained. Section 13.

Appears in 2 contracts

Samples: Rights Agreement Rights Agreement (Comdisco Inc), Rights Agreement Rights Agreement (Ivex Packaging Corp /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section or 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (CBL & Associates Properties Inc), Rights Agreement (CBL & Associates Properties Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 27 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Euronet Worldwide Inc), Rights Agreement (Earthlink Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section or 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 Preferred Stock and Common Shares or the Common Stock, Preference 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 Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (CepTor CORP), Rights Agreement (Nuco2 Inc /Fl)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail or deliver a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Canyon Resources Corp), Rights Agreement (Aurelio Resource Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Tax Benefits Preservation Plan (Ascena Retail Group, Inc.), Vonage Holdings Corp

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate or Ownership Statement representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Aetna U S Healthcare Inc), Rights Agreement (Aetna Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 shares of Common Stock and Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of record of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein containedand shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Airgas Inc), Rights Agreement (Penn Virginia Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the 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 Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate Certificate representing shares of Common Stock) in accordance with Section 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Travelers Property Casualty Corp), Rights Agreement (Travelers Property Casualty Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall will (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall will be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (badjustment,(b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Thomas & Betts Corp), Rights Agreement (Thomas & Betts Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to before the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Mid America Bancorp/Ky/), Rights Agreement (Mid America Bancorp/Ky/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate. Section 13.

Appears in 1 contract

Samples: Rights Agreement (Sportsmans Guide Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall shall: (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 Preferred Stock and the Common Stock, a Stock copy of such certificate, ; and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares Shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (DST Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company Bank shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Liberty Centre Bancorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 or the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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: Tax Benefit Preservation Plan (Rentech Inc /Co/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Record Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Big Flower Holding Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing affected shares of Common Stock) in accordance with the manner set forth in Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Piccadilly Cafeterias Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a 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 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (First Community Corp /Tn/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 or the Series B Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein containedcontained 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: Tax Benefit Preservation Plan (American Airlines Group Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certification.

Appears in 1 contract

Samples: Rights Agreement (Amcore Financial Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail make available a brief summary thereof to each holder of a 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 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 1 contract

Samples: Rights Agreement Rights Agreement (Mercury Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 or the Junior Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein containedcontained 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 (Viad Corp)

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

Appears in 1 contract

Samples: Staar Surgical Company

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 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 transfer agent for the Preferred Stock Shares and the Company Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Company Common StockShares) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Invacare Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief brief, reasonably detailed, statement of the facts accounting and computations for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing affected shares of Common Stock) in accordance with the manner set forth in Section 26 hereof26. 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 a certificate.

Appears in 1 contract

Samples: Rights Agreement (Freeport McMoran Copper & Gold Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (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 or the Series B Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein containedcontained 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 (ModusLink Global Solutions Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of record of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of record of a certificate representing shares of Common Stock) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (National Computer Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (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 Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail make available a brief summary thereof to each holder of a 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 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained 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 (Chefs' Warehouse, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Standard Microsystems Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company Corporation shall (a) promptly 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 Preferred Stock and the Common StockUnits, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall have no duty with respect to and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Starwood Hotel & Resorts Worldwide Inc)

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