Common use of Certification of Adjustments Clause in Contracts

Certification of Adjustments. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 13 contracts

Samples: Rights Agreement (Hanesbrands Inc.), Rights Agreement (Spherix Inc), Rights Agreement (Spherix Inc)

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Certification of Adjustments. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained contained, and shall not be obligated or responsible for calculating any adjustment adjustment, nor shall it be deemed to have knowledge of such an adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Dean Foods Co), Rights Agreement (Dean Foods Co)

Certification of Adjustments. Whenever an adjustment is ---------------------------- made as provided in Sections 11 and 1313 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the computations and facts accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights Common Stock a copy of such certificate and (c) mail a brief summary thereof to each record holder of a Rights Certificate Right (or, if no Rights Certificates have been issuedprior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 2525 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate prepared by the Company pursuant to Sections 11 and 13 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 certificate.

Appears in 2 contracts

Samples: Rights Agreement (Dover Downs Gaming & Entertainment Inc), Rights Agreement (Dover Downs Gaming & Entertainment Inc)

Certification of Adjustments. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if no Rights Certificates have been issuedprior to the Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 2526 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of of, or the force or effect of of, or the requirement for for, such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 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. Any adjustment to be made pursuant to Sections 11 and 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

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

Certification of Adjustments. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights Common and Preferred Shares a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if no Rights Certificates have been issuedprior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 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. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (DPL Inc)

Certification of Adjustments. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief brief, reasonably detailed statement of the computations and facts accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights Common Stock a copy of such certificate and (c) mail a brief summary thereof to each record holder of a Rights Certificate Right (or, if no Rights Certificates have been issuedprior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 2525 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate prepared by the Company and on any adjustment or statement therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it have any duty or liability with respect to, or 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 (Dover Downs Gaming & Entertainment Inc)

Certification of Adjustments. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the computations and facts accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights Common Stock a copy of such certificate and (c) mail a brief summary thereof to each record holder of a Rights Certificate Right (or, if no Rights Certificates have been issuedprior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 2525 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate prepared by the Company pursuant to Sections 11 and 13 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 certificate.

Appears in 1 contract

Samples: Rights Agreement (Dover Motorsports Inc)

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Certification of Adjustments. Whenever an adjustment is ---------------------------- made as provided in Sections 11 and 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the computations and facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights a copy of such certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall have no duty with respect to and shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Allied Research Corp)

Certification of Adjustments. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief brief, reasonably detailed statement of the computations and facts accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights Common Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each record holder of a Rights Certificate Right (or, if no Rights Certificates have been issuedprior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 2525 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate prepared by the Company and on any adjustment or statement therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it have any duty or liability with respect to, or 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 (Dover Motorsports Inc)

Certification of Adjustments. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for and computations giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the stock then purchasable with the Rights Common Shares or Junior Preferred Shares 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 (or, if no Rights Certificates have been issuedprior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 2526. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 and on any adjustment therein contained, 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. Any adjustment to be made pursuant to Sections 11 and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Fritz Companies Inc)

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