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

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

Appears in 17 contracts

Samples: Rights Agreement (Sei Investments Co), Rights Agreement (Esperion Therapeutics Inc/Mi), Rights Agreement (Cmac Investment Corp)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the computations and facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall 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 9 contracts

Samples: Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (Engage Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.

Appears in 8 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares Stock, the Company's Common Stock and the Common SharesConvertible 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 Common Sharesshares of the Stock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 4 contracts

Samples: Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Company Common SharesStock, a copy of such certificate, and (c) if Right Certificates have been issued, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall 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 4 contracts

Samples: Rights Agreement (Wall Street Deli Inc), Rights Agreement (Baker Michael Corp), Rights Agreement (JLG Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series B Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of of, any adjustment or any such adjustment event unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Furniture Brands International Inc), Stockholders Rights Agreement (Furniture Brands International Inc), Stockholders Rights Agreement (Furniture Brands International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereofand 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with deliver to the Rights Agent, the registrar of the Company and with each transfer agent for the Preferred Series A First Preference Shares and the Common Shares, 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 Common Shares) in accordance with the manner set forth in Section 25 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 actually received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Adt Limited), Rights Agreement (Adt Limited), Rights Agreement (Adt Limited)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Inland Steel Industries Inc /De/), Rights Agreement (Ryerson Tull Inc /De/), Inland Steel (Inland Steel Industries Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Labarge Inc), Rights Agreement (Meridian Insurance Group Inc), Rights Agreement (D & K Healthcare Resources Inc)

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

Appears in 3 contracts

Samples: Rights Agreement (Aep Industries Inc), Rights Agreement (Sunshine Heart, Inc.), Rights Agreement (Aep Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the computations and facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to to, and shall not be deemed to have any knowledge of any of, such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustmentadjustment or describing such event, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Shares and the Common Shares, a copy of such certificate, certificate and (c) mail a brief brief, reasonably detailed 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 SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. 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 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 2 contracts

Samples: Tax Benefit Preservation Plan (Bebe Stores, Inc.), Sale Agreement (B. Riley Financial, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with deliver to the Rights Agent, the registrar of the Company and with each transfer agent for the Series A 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 (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with the manner set forth in Section 25 hereof26 thereof. 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 actually received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Trenwick Group LTD), Rights Agreement (Trenwick Group LTD)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Shares and the Common 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 before the Distribution Date, to each holder of a certificate representing shares of Common SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. 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 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 2 contracts

Samples: Benefit Preservation Plan (Extreme Networks Inc), Tax Benefit Preservation Plan (Maxar Technologies Inc.)

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

Appears in 2 contracts

Samples: Rights Agreement (Patina Oil & Gas Corp), Rights Agreement (Patina Oil & Gas Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment or any event affecting the Rights or their exercisability (including, without limitation, an event which causes the Rights to become null and void) is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustmentadjustment or describing such event, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Shares and the Common 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 Common Shares) in accordance with Section 25 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 or liability with respect to and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Shares and the Common Shares, 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 SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. 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 such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement, Rights Agreement (Spok Holdings, Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Caremark Rx Inc), Rights Agreement (S Y Bancorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series A Junior Participating Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of of, any adjustment or any such adjustment event unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Swift Energy Co), Rights Agreement (Swift Energy Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, computations and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Shares Stock and the Common Shares, 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and contained, shall have no duty with respect to 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 2 contracts

Samples: Rights Agreement (Flir Systems Inc), Rights Agreement (Northwest Pipe Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, a copy of such certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereof (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Shares) in accordance with Section 25 hereofStock). 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 2 contracts

Samples: Rights Agreement (Instinet Group Inc), Rights Agreement (Instinet Group Inc)

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

Appears in 2 contracts

Samples: Rights Agreement (Anteon International Corp), Rights Agreement (Anteon International Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares Stock and the Common Shares, Stock a copy of such certificate, certificate and (c) mail include a brief summary thereof in a mailing to each holder of a Rights Right Certificate (orin accordance with Section 26 hereof, if or prior to the Distribution Date, to each holder of disclose a brief summary in a filing under the Exchange Act. The Rights Agent shall be fully protected in relying on any such certificate representing Common Shares) in accordance with Section 25 hereofand on any adjustments therein contained. 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 2 contracts

Samples: 1998 Rights Agreement (Emerson Electric Co), 1998 Rights Agreement (Ns Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section and 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, computations and computations methodology of accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Series A Preferred Shares and the Common 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained contained, and shall have no duty with respect to 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 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Series D Preferred Shares Stock and the Common Shares, Stock a copy of such certificate, 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Smith Charles E Residential Realty Inc), Rights Agreement (Smith Charles E Residential Realty Lp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 in accordance with Section 27 hereof (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Shares) in accordance with Section 25 hereofStock). 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 2 contracts

Samples: Rights Agreement (Weight Watchers International Inc), Rights Agreement (Weight Watchers International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares Stock and the Common Shares, Stock a copy of such certificate, 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (First Coastal Corp), Shareholder Rights Agreement (Startec Global Communications Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section SECTIONS 11 or Section 13 hereofAND 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common Shares, 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 SharesStock) in accordance with Section 25 hereofthe manner set forth in SECTION 26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained and shall have no duty with respect to and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Industrial Distribution Group Inc), Rights Agreement (Practiceworks Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Vari Lite International Inc), Rights Agreement (Vari Lite International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, methodology and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common 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 Common Shares) in accordance with Section 25 hereof25. The Rights Agent shall be fully authorized and 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 2 contracts

Samples: Rights Agreement (Varco International Inc /De/), Rights Agreement (Varco International Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereofand 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares and the Common Shares, 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 SharesStock) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of any of, such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Nathans Famous Inc), Rights Agreement (Nathans Famous Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Preferred Shares and the Common Shares, 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 SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. 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 to, and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Tax Benefit Preservation Plan (Leap Wireless International Inc), Tax Benefit Preservation Plan (Leap Wireless International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Common Ordinary 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 Common Ordinary Shares) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Sina Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, the adjusted Purchase Price and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it 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 (Speedus Com Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 ---------- ---------- hereof, the Company shall shall: (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares and the Common Shares, a Shares 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be ---------- fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment adjustments unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Garmin LTD)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and/or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common Shares, 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 Shares) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall 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 (Hydril Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder record of a certificate representing Common Shares) Right Certificate in accordance with Section 25 hereof25. 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 to, and shall not be deemed to have knowledge of of, any adjustment or any such adjustment event unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Rogue Wave Software Inc /Or/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, a copy of such certificate, certificate and (c) if such adjustment occurs at any time 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it 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 (Osi Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock, the Common Stock and the Common SharesSeries B 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 Common SharesStock or Series B Preferred Stock) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained contained, and shall have no duty with respect to not be obliged or responsible for calculating any adjustment, 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 (Eastgroup Properties Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 hereof26 (Notices). 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 to, and shall not be deemed to have knowledge of of, any adjustment or any such adjustment event unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Cellstar Corp)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Shares and the Common SharesStock, 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Quest Education Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series A Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of of, any adjustment or any such adjustment event unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Ctpartners Executive Search Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall 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 (Orasure Technologies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company Corporation shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, computations and computations accounting for methodology giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Shares and the Common Shares, Preferred 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 Common Shares) in accordance with Section 25 26 hereof. The Rights Agent Agent, which shall not be obligated or responsible for calculating any such adjustment, 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 (Home Stake Oil & Gas Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series A Preferred Shares Stock and the Common Shares, 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 Common Shares) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of of, any adjustment or any such adjustment event unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Stockholders Rights Agreement (Marketaxess Holdings Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed detailed, statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall 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 (Staples Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Series A Preferred Shares and the Common Shares, Shares a copy of such certificate, 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Eldertrust)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Common Shares, a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (StealthGas Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof13, the Company shall shall: (a) promptly prepare a certificate setting forth describing such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for giving rise to such adjustment, ; (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Shares and the Common SharesStock, a copy of such certificate, ; and (c) mail or make available by filing as an exhibit to a Current Report on Form 8-K or other filing with the Securities and Exchange Commission a brief summary thereof of such adjustment 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 SharesStock) in accordance with Section 25 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Kforce Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company Corporation shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, computations and computations accounting for methodology giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Shares and the Common Shares, Preferred Shares 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 Common Shares) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall 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 (Willbros Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section SECTION 11 or Section and SECTION 13 hereof, the Company shall shall: (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares and the Common Shares, a Shares 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 Common Shares) in accordance with Section SECTION 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment adjustments unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Garmin LTD)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company Corporation shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, computations and computations accounting for methodology giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Shares and the Common Shares, Preferred 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 Common Shares) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall 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 (Vintage Petroleum Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company Corporation shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it 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 (Lee Sara Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares and the Common Shares, Series B Preferred Shares or Series C Preferred Shares 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 Common Shares, Series B Preferred Shares or of Book Entry Shares) in accordance with Section 25 hereof25. 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 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 (Sinovac Biotech LTD)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall shall: (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series G Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it 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 (Medsource Technologies Inc)

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

Appears in 1 contract

Samples: Section 382 Rights Agreement (Cohen & Co Inc.)

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

Appears in 1 contract

Samples: Section 382 Rights Agreement (Lumen Technologies, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares Stock, the Class A Common Stock, the Series A Preferred Stock and the Common Shares, Series C Preferred Stock a copy of such certificate, 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 Class A Common SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Xm Satellite Radio Holdings Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares Stock and the Common Shares, 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and contained, shall have no duty with respect to 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 (Claremont Technology Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, a copy of such certificate, and (c) mail a brief summary sum xxxx 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not it 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 (Ryerson Tull Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereofany event affecting the Rights or their exercisability (including, without limitation, an event which causes the Rights to become null and void) the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed statement of the facts facts, computations and computations methodology accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to to, and shall not be deemed to have knowledge of of, any such adjustment or any such event unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Preferred Shares Rights Agreement (Conceptus Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to contained, and shall not be obligated or responsible for calculating any adjustment, nor shall it be deemed to have knowledge of any such an adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (National Surgery Centers Inc \De\)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts facts, computations and computations methodology accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Perkinelmer Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Shares and the Common Shares, a copy of such certificate, 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 SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying relying, and may rely conclusively, on any such certificate and on any adjustment or statement 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: Southwest Gas Holdings, Inc.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Common Ordinary 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 Common Ordinary Shares) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment adjust- ment or statement therein contained and shall have no duty or liability with respect to to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Sina Corp)

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