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

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

Appears in 5 contracts

Samples: Rights Agreement (Acco Brands Corp), Rights Agreement (Acco World Corp), Rights Agreement (Mindspeed Technologies Inc)

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

Appears in 4 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the calculations and facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation with respect to, to and shall not be deemed to have knowledge of, of any adjustment unless and until it shall have received such a certificate.

Appears in 4 contracts

Samples: Rights Agreement (Anchor Glass Container Corp /New), Rights Agreement (Anchor Glass Container Corp /New), Rights Agreement (Anchor Glass Container Corp /New)

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

Appears in 4 contracts

Samples: Rights Agreement (Heartland Bancshares Inc /In/), Rights Agreement (Heartland Bancshares Inc /In/), Rights Agreement (German American Bancorp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofand Section 13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief written statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or and the Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 contained therein contained and shall have no duty or obligation liability with respect to, to and shall not be deemed to have knowledge of, any of such adjustment or event unless and until it shall have received such a certificate.

Appears in 4 contracts

Samples: Rights Agreement (Tesoro Corp /New/), Rights Agreement (Particle Drilling Technologies Inc/Nv), Rights Agreement (Waddell & Reed Financial Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 not have no any duty or obligation liability with respect to, thereto 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 3 contracts

Samples: Benefits Preservation Plan (CarParts.com, Inc.), Benefits Preservation Plan (CarParts.com, Inc.), Tidewater (Tidewater Inc)

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

Appears in 3 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock or Shares and the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate 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 obligation with respect to, Certificate and shall not be obligated or responsible for calculating any adjustment, nor shall it be deemed to have knowledge of, of any adjustment unless and until it shall have received such a certificateCertificate.

Appears in 3 contracts

Samples: Rights Agreement (Federal Signal Corp /De/), Rights Agreement (Federal Signal Corp /De/), Rights Agreement (Federal Signal 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 promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts and computation and accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate 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 obligation 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 (Prima Energy Corp), Rights Agreement (Ilex Oncology Inc), Rights Agreement (Uti Energy Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made occurs as provided in Section 11 or 13 hereof, the Company Trust shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate 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 obligation liability with respect to, and shall not be deemed to have knowledge of, of any adjustment unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Archstone Smith Operating Trust), Rights Agreement (Archstone Smith Trust), Rights Agreement (Archstone Communities Trust/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, hereof the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate 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 obligation with respect tocontained, and shall not be obligated or responsible for calculating any adjustment, nor shall it be deemed to have knowledge of, any of such an adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Philips International Realty Corp), Shareholder Rights Agreement (Philips International Realty Corp)

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

Appears in 2 contracts

Samples: Rights Agreement (Grace Specialty Chemicals Inc), Rights Agreement (W R Grace & Co)

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

Appears in 2 contracts

Samples: Rights Agreement (Supermedia Inc.), Rights Agreement (Capital Senior Living Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the calculations and facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation with respect to, to and shall not be deemed to have knowledge of, of any adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Trans World Entertainment Corp), Rights Agreement (Trans World Entertainment Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereofand 13, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Rights 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 obligation with respect to, to and shall not be deemed to have knowledge of, of any adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Arkona Inc), Rights Agreement (Sundog Technologies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofSection 13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation 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 (Cato Corp), Rights Agreement (Biomarin Pharmaceutical Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Rights Certificate 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 obligation liability with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Nanophase Technologies Corporation), Rights Agreement (Nanophase Technologies Corporation)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereofand 13, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate in accordance with Section 25 hereof26. 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 obligation 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 (Anadigics Inc), Rights Agreement (Anadigics Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right 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 obligation 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 (Pharmchem Laboratories Inc), Rights Agreement (Pharmchem Laboratories Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation liability with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Gen Probe Inc), Rights Agreement (Softnet Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate in accordance with Section 25 hereof24. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall not have no any duty or obligation liability with respect to, thereto 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: Tax Benefits Preservation Plan (Tetra Technologies Inc), Tax Benefits Preservation Plan (Tetra Technologies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofthis Agreement, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief but detailed 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 Common Stock or the Preferred Shares a copy of such certificate and (c) at any time after the Distribution Date, mail a brief summary thereof to each registered holder of record of a 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 obligation liability with respect to, thereto 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: Shareholder Rights Agreement, Shareholder Rights Agreement (Cel Sci Corp)

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

Appears in 1 contract

Samples: Rights Agreement (Texas Industries Inc)

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

Appears in 1 contract

Samples: Rights Agreement (Pmi Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the computations and facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation liability with respect to, and shall not be deemed to have knowledge of, of any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Cancervax Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate in accordance with Section 25 26 hereof (if so required under Section 26 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or obligation with respect to, and shall not be deemed to have knowledge of, of any such adjustment unless and until it shall have received such a certificatecertificate and shall not be responsible for calculating any adjustment.

Appears in 1 contract

Samples: Rights Agreement (Lindberg Corp /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate in accordance with Section 25 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein contained and shall have no duty or obligation with respect to, to and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of, any of such adjustment unless and until it shall have received such a certificate. Section 1.

Appears in 1 contract

Samples: Rights Agreement (New Nisource Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 12 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate 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 contained therein contained and shall have no duty or obligation liability with respect 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: Benefits Preservation Plan (Capitol Bancorp LTD)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares a copy of such certificate and (c) mail cause to be mailed a brief summary thereof to each registered holder of a Right Certificate 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 obligation liability with respect to, and shall not be deemed to have knowledge of, of any adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Teekay Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation 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 (Advanced Medical Optics Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of Table of Contents the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation liability with respect to, and shall not be deemed to have knowledge of, of any such adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Warrior Met Coal, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Rights Certificate 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 therein, and shall have no duty or obligation 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 (Commercial Intertech Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right 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 obligation with respect to, to and shall not be deemed to have knowledge of, of any 39 43 adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Rockwell Semiconductor Systmes Inc)

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

Appears in 1 contract

Samples: Rights Agreement (Conexant Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate 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 obligation liability with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Siebel Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof11, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the calculations and facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent and with each transfer agent for the Junior Preferred Stock and the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation with respect to, to and shall not be deemed to have knowledge of, of any adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Atlas Air Worldwide Holdings Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate 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 obligation 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 (Novametrix Medical Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereofand 13, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares a copy of such certificate certificate, and (c) mail a brief summary thereof to each registered holder of a 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 therein, and shall have no duty or obligation 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 (Valspar Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofand Section 13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief written statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or and the Preferred Shares Stock a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate in accordance with Section 25 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein contained and shall have no duty or obligation liability with respect to, to and shall not be deemed to have knowledge of, any of such adjustment or event unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Idearc Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief brief, reasonably detailed, statement of the facts and computations accounting for such adjustment, adjustment and (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Preferred Stock and the Common Stock or the Preferred Shares Stock, a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right in accordance with Section 25 hereofcertificate. 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 obligation with respect to, to and shall not be obligated or responsible for calculating any adjustment nor shall it 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 (Adolor Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief 19. summary thereof to each registered holder of a Right Certificate 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 obligation with respect to, and shall not be deemed to have knowledge of, of any adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Cypress Bioscience Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 12 or 13 14 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth a computation of such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or Shares and the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of record of a Right Certificate in accordance with Section 25 28 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement set forth therein contained and shall have no duty or obligation with respect to, to and shall not be deemed to have knowledge of, of any adjustment unless and until it shall have has received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Newfield Exploration Co /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of the facts facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation 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 (Rental Service Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the computations and facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock Shares or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a 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 obligation 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 (Aclara Biosciences Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock or the Preferred Shares a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Certificate in accordance with Section 25 hereof (if so required under Section 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or obligation 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 (Maxwell Technologies Inc)

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