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 Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 34 contracts

Samples: Preferred Shares Rights Agreement (Entertainment Distribution Co Inc), Rights Agreement (Alanco Technologies Inc), Preferred Shares Rights Agreement (Ligand Pharmaceuticals Inc)

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

Appears in 16 contracts

Samples: Section 382 Rights Agreement (Gannett Co., Inc.), Rights Agreement (DHT Holdings, Inc.), Rights Agreement (Hertz Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the shares of Common Stock or Units of Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 15 contracts

Samples: Rights Agreement (Iteris Holdings Inc), Rights Agreement (Atl Products Inc), Rights Agreement (Microtest Inc)

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

Appears in 11 contracts

Samples: Rights Agreement (Sandisk Corp), Preferred Shares Rights Agreement (Corvel Corp), Rights Agreement (Sandisk Corp)

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

Appears in 7 contracts

Samples: Rights Agreement (Image Entertainment Inc), Rights Agreement (Sco Group Inc), Rights Agreement (Crossroads Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the shares of Common Stock of the Company or Units of Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 6 contracts

Samples: Rights Agreement (United Online Inc), Rights Agreement (United Online Inc), Rights Agreement (Ask Jeeves Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or 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 Shares Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate 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 adjustment unless and until it shall have received such certificate. Notwithstanding the foregoing sentenceprovisions of this Section 12, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 6 contracts

Samples: Rights Agreement (Lodgenet Entertainment Corp), Rights Agreement (Network Computing Devices Inc), Rights Agreement (Network Computing Devices Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofof this Agreement, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereofof this Agreement. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 6 contracts

Samples: Preferred Shares Rights Agreement (Red Lion Hotels CORP), Preferred Shares Rights Agreement (Pumatech Inc), Preferred Shares Rights Agreement (Preview Travel Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Shares and the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification certificate or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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: Rights Agreement (Harvest Natural Resources, Inc.), Rights Agreement (Harvest Natural Resources Inc), Rights Agreement (Harvest Natural Resources Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the shares of Common Stock and the Preferred Shares a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall will not affect effect the validity of such adjustment or the force or effect of the requirement for such adjustmentadjustment period. The Rights Agent shall will be fully protected in relying on any such certificate and on any adjustment contained therein and shall will not be deemed to have knowledge of such adjustment unless and until it shall will have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Perma Fix Environmental Services Inc), Renewed Rights Agreement (LSB Industries Inc), Renewed Rights Agreement (LSB Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and 13 hereofSection 13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief written statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 26 hereof25. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect and effort of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have no duty or liability with respect to and shall not be deemed to have knowledge of such adjustment or event unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Rent a Center Inc De), Rights Agreement (Rent a Center Inc De), Rights Agreement (Kindred Biosciences, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the shares of Common Stock or Units of Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.any

Appears in 3 contracts

Samples: Rights Agreement (Endocare Inc), Rights Agreement (Corsair Communications Inc), Rights Agreement (Endocare Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofof this Agreement, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereofof this Agreement. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Asure Software Inc), Rights Agreement (Asure Software Inc)

Certificate of Adjusted Purchase Price or Number of Shares. 5. Whenever an adjustment is made as provided in Sections 11 and or 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 Shares and the Ordinary Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate 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 contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any adjustment or any such event unless and until it shall have received such certificate. Notwithstanding the foregoing sentenceprovisions of this Section 12, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment validity, or the force or effect effect, of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Hollysys Automation Technologies, Ltd.), Rights Agreement (Hollysys Automation Technologies, Ltd.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofof this Agreement, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) if such adjustment occurs following the Distribution Date, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereofof this Agreement. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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: Preferred Shares Rights Agreement (Ap Pharma Inc /De/), Preferred Shares Rights Agreement (Celebrate Express, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustmentsuchadjustment, (b) file with -19- the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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: Preferred Shares Rights Agreement (Silicon Valley Group Inc), Preferred Shares Rights Agreement (Silicon Valley Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 Agent Rights Agreement (Theratx Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Junior Preferred Shares 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 in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence; provided, however, that the failure of the Company to make such certification a certificate or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such an adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained therein and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Rowan Companies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Shurgard Storage Centers Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofof this Agreement, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereofof this Agreement. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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: Preferred Shares Rights Agreement (Preview Travel Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares shares of Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Delcath Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the shares of Common Stock or Units of Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (P Com Inc)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and 13 hereofor Section 13, the Company Corporation shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the computations and facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Common Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof(or, prior to the Distribution Date, to each holder of Common Shares). Notwithstanding the foregoing next preceding sentence, the failure of the Company Corporation to prepare such certificate or statement or make such certification filings or give such notice mailings shall not affect the validity of such adjustment validity, or the force or effect effect, of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained therein and shall not be deemed to have any knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Overland Storage Inc)

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

Appears in 1 contract

Samples: Rights Agreement (Sequenom Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Common Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate 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 and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Notwithstanding the foregoing sentenceprovisions of this Section 12, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Agouron Pharmaceuticals Inc)

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

Appears in 1 contract

Samples: Rights Agreement (Trico Marine Services Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and Section 11, 13 or 24 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 26 25 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained therein 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 (Softech Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever ---------------------------------------------------------- an adjustment is made as provided in Sections 11 and 13 hereofof this Agreement, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereofof this Agreement. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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: Preferred Shares Rights Agreement (Durect Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the shares of Common Stock of the Company or Units of Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 25 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Cheniere Energy Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the shares of Company Stock or Units of Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 25 hereof. Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Elite Pharmaceuticals Inc /Nv/)

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

Appears in 1 contract

Samples: Rights Agreement (Executive Risk Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 26 25 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained therein 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 (Heat Biologics, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections SECTIONs 11 and or 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 Shares Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate 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 and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate. Notwithstanding the foregoing sentenceprovisions of this SECTION 12, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment validity, or the force or effect effect, of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Us Dataworks Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment - and a brief statement of the facts accounting for such adjustment, (b) file with - the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights - Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Innovasive Devices Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate 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, and the Rights Agent 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. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for of such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Tektronix Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein 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 (Leasing Solutions Inc)

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