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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 28 contracts

Samples: Rights Agreement (New Frontier Media Inc), Rights Agreement (HSB Group Inc), Rights Agreement (Lendingtree Inc)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 20 contracts

Samples: Rights Agreement (Essendant Inc), Rights Agreement (Iconix Brand Group, Inc.), Rights Agreement (American Apparel, Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereofCertificate. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 15 contracts

Samples: Rights Agreement (Donaldson Co Inc), Rights Agreement (Jackson Hewitt Tax Service Inc), Rights Agreement (SFBC International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 14 contracts

Samples: Rights Agreement (Sunburst Hospitality Corp), Rights Agreement (Lexmark International Group Inc), Rights Agreement (Sun Communities Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Stock and the Common Stock, Shares a copy of such certificate and (c) if a such adjustment is made after the Distribution Date has occurredDate, mail a brief summary thereof to each holder of record of a Rights Right Certificate in accordance with Section 27 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 11 contracts

Samples: Rights Agreement (Graco Inc), Tennant Company (Tennant Co), Rights Agreement (Digi International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 10 contracts

Samples: Rights Agreement (Goodyear Tire & Rubber Co /Oh/), Rights Agreement (Goodyear Tire & Rubber Co /Oh/), Rights Agreement (General Signal Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained.

Appears in 9 contracts

Samples: Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan (Cord Blood America, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock Shares and the Common StockShares, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 8 contracts

Samples: Rights Agreement (Endeavor Ip, Inc.), Rights Agreement (Atossa Genetics Inc), Rights Agreement (Atossa Genetics Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall will (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate 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 Stock) in accordance with Section 27 hereof25. The Rights Agent shall will be fully protected in relying on any such certificate and on any adjustment therein containedcontained in such certificate.

Appears in 6 contracts

Samples: Shareholder Rights Agreement (Mercantile Bancorp, Inc.), Shareholder Rights Agreement (Mercantile Bancorp, Inc.), Rights Agreement (American Freightways Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 6 contracts

Samples: Rights Agreement (Albertsons Inc /De/), Rights Agreement (Autoliv Inc), Rights Agreement (Financial Services Acquisition Corp /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock Common Shares and the Common Stock, 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 in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 6 contracts

Samples: Rights Agreement (Hawk Corp), Rights Agreement (Hawk Corp), Rights Agreement (Cigna Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 5 contracts

Samples: Rights Agreement (Frontline Capital Group), Rights Agreement (Frontline Capital Group), Rights Agreement (Acclaim Entertainment Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 5 contracts

Samples: Rights Agreement (El Capitan Precious Metals Inc), Rights Agreement (G&k Services Inc), Rights Agreement (Norstan Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided pro- vided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 hereofSec- tion 26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Rights Agreement (General Signal Corp), Rights Agreement (Consolidated Natural Gas Co), Rights Agreement (General Signal Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Rights Agreement (Cutco Industries Inc), Rights Agreement (Robotic Vision Systems Inc), Rights Agreement (Cutco Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Rights Agreement (Chicago Rivet & Machine Co), Rights Agreement (Becton Dickinson & Co), Rights Agreement (Helmerich & Payne Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Stock and the Common Stock, Shares a copy of such certificate certificate, and (c) if a such adjustment is made after the Distribution Date has occurredDate, mail a brief summary thereof to each holder of record of a Rights Right Certificate in accordance with Section 27 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Finish Line Inc /In/), Rights Agreement (Life Time Fitness, Inc.), Rights Agreement (Stellent Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Preference Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Honeywell Inc), Rights Agreement (Honeywell Inc), Rights Agreement (Southeastern Michigan Gas Enterprises Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Xerox Corp), Rights Agreement (Xerox Corp), Rights Agreement (Insight Enterprises Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereofCertificate. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Ball Corp), Rights Agreement (Churchill Downs Inc), Rights Agreement (Health Net Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, 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 Right Certificate (or, if prior to the Distribution Date, to each holder of Shares of the Company) in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate prepared by Company pursuant to Sections 11, 12 and 13 hereof and on any adjustment therein containeddescribed therein.

Appears in 3 contracts

Samples: Rights Agreement (Green Mountain Power Corp), Rights Agreement (Firstenergy Corp), Rights Agreement (Green Mountain Power Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts 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 Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 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 therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Curtiss Wright Corp), Rights Agreement (Curtiss Wright Corp), Rights Agreement (Curtiss Wright Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Sierra Pacific Resources /Nv/), Rights Agreement (Visx Inc), Rights Agreement (Hauppauge Digital Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Stock and the Common Stock, Shares a copy of such certificate and (c) if a such adjustment is made after the Distribution Date has occurredDate, mail a brief summary thereof to each holder of record of a Rights Certificate Right Certificate, in accordance with Section 27 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Secure Computing Corp), Rights Agreement (Secure Computing Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock Shares and the Common StockShares, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights rights Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Barry R G Corp /Oh/), Rights Agreement (Barry R G Corp /Oh/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Common Stock and the Common Preferred Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Meridian Point Realty Trust Viii Co/Mo), Rights Agreement (Meridian Point Realty Trust Viii Co/Mo)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a the Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Emergent BioSolutions Inc.), Rights Agreement (Emergent BioSolutions Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof14, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 hereof27. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Manor Care Inc/New), Rights Agreement (Manor Care Inc/New)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in pursuant to Section 11 and Section or 13 hereof, the Company shall will promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Shares a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 27 hereof. The Rights Agent shall be fully protected in relying may rely on any such certificate without further inquiry and on any may assume that no such adjustment therein containedhas been made unless and until it will have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Hemagen Diagnostics Inc), Rights Agreement (Signal Technology Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Newpark Resources Inc), Rights Agreement (Liquid Holdings Group, Inc.)

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

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock Shares and the Common StockShares, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Stanley Works LTD), Rights Agreement (Stanley Works)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Jakks Pacific Inc), Rights Agreement (Jakks Pacific Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Preference Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Hasbro Inc)

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

Appears in 1 contract

Samples: Rights Agreement (Mead Corp)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a such adjustment is made after the Distribution Date has occurredDate, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Imation Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Stock and the Common Stock, Shares a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.contained and

Appears in 1 contract

Samples: Rights Agreement (Nellcor Puritan Bennett Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, occurred mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereof26 thereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Trenwick Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Lydall Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Lam Research Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained. Section 13. Consolidation, Merger or Sale or Transfer of Assets Cash Flow or Earning Power.

Appears in 1 contract

Samples: Rights Agreement Rights Agreement (Woolworth Corporation)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (Emcore Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock of the Company a copy of such certificate certificate, and (c) if a Distribution Date has occurredmail, mail or cause to be mailed, a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Shaw Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company shall will (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate 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 Stock in accordance with Section 27 hereof25. The Rights Agent shall will be fully protected in relying on any such certificate and on any adjustment therein containedcontained in such certificate.

Appears in 1 contract

Samples: Rights Agreement (Cannondale Corp /)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Shares a copy of such certificate and (c) if a such adjustment is made after the Distribution Date has occurredDate, mail a brief summary thereof to each holder of record of a Rights Right Certificate in accordance with Section 27 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Hutchinson Technology Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail make available a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Velodyne Lidar, Inc.

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

Appears in 1 contract

Samples: Rights Agreement (Auxilium Pharmaceuticals Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Stock and the Common Stock, Preferred Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 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 therein contained.certificate

Appears in 1 contract

Samples: Rights Agreement (Marinemax Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a such adjustment occurs at any time after the Distribution Date has occurredDate, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on an any such certificate and on any adjustment therein containedcontained therein.

Appears in 1 contract

Samples: Rights Agreement (Monsanto Co)

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

Appears in 1 contract

Samples: Rights Agreement (Tsakos Energy Navigation LTD)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Preference Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Bethlehem Steel Corp /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock Shares and the Common StockShares, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Rights Certificate in accordance with Section 27 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Qualstar Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a the Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Ensign Group, Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided pro- vided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (New Century Energies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Stock and the Common Stock, Shares a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.any

Appears in 1 contract

Samples: Rights Agreement (Cima Labs Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Dover Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.contained and

Appears in 1 contract

Samples: Rights Agreement (Lendingtree Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof11, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 27 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Trimas Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Series B Preferred Stock and the Common Stock, Shares a copy of such certificate and (c) if a such adjustment is made after the Distribution Date has occurredDate, mail a brief summary thereof to each holder of record of a Rights Right Certificate in accordance with Section 27 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Share Rights Agreement (Apa Optics Inc /Mn/)

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