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

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

Appears in 4 contracts

Samples: Rights Agreement (Delphax Technologies Inc), Share Rights Agreement (Dakota Growers Restructuring Co Inc), Rights Agreement (Rimage Corp)

AutoNDA by SimpleDocs

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall (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 Agents Agent and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Rights Agreement (Petroquest Energy Inc), Rights Agreement (Texas Biotechnology Corp /De/), Rights Agreement (Digicon Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and 13 hereofor Section 13, the Company 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 Agents Agent, and with each transfer agent for the Company Common Shares or Stock and the Preferred Shares Stock, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing shares of Company Common Stock) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Mim Corp), Rights Agreement (Mim Corp), Rights Agreement (Duke Realty Investments Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 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 Agents Agent, and with each transfer agent for the Common Shares or the Preferred Shares Shares, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Rights Agreement (Kaneb Services LLC), Rights Agreement (Kaneb Services LLC), Rights Agreement (Betzdearborn Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 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 Agents Agent, and with each transfer agent for the Common Shares or Preferred Stock, the Preferred Shares Marathon Stock and the Steel Stock, a copy of such certificate, and (c) if such adjustment is made after the Distribution Datemail, mail or cause to be mailed, a brief summary thereof to each holder of record 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 therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Marathon Oil Corp), Rights Agreement (Usx Corp), Rights Agreement (Usx Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall (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 Agents Agent and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Petrocorp Inc), Rights Agreement (Iteq Inc), Rights Agreement (Iteq Inc)

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

Appears in 3 contracts

Samples: Rights Agreement (Reliastar Financial Corp), Rights Agreement (Minntech Corp), Rights Agreement (Bemis Co Inc)

Certificate of Adjusted Purchase Price or Number of Shares. 12.1. Whenever an adjustment is made as provided in Sections Section 11 and or Section 13 hereof, the Company Corporation 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 Agents Agent and with each transfer agent for the Common Shares or Stock and the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate in accordance with Section 25 25.1 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall have no duty with respect to, and shall not be deemed to have knowledge of, such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Seattle Filmworks Inc), Rights Agreement (Alza Corp), Rights Agreement (Photoworks Inc /Wa)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections SECTION 11 and 13 hereofor SECTION 13, the Company 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 Agents Agent, and with each transfer agent for the Common Shares or the Preferred Shares Stock, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing shares of Common Stock) in accordance with Section 25 hereofSECTION 25. 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 3 contracts

Samples: Rights Agreement (Tandycrafts Inc), Rights Agreement (Tandycrafts Inc), Rights Agreement (Peerless Manufacturing Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or Section 13 hereof, the Company shall (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 Agents and with each transfer agent for the Common Shares or the Preferred Shares Agent a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing shares of Company Common Stock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofor 13, the Company shall (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 Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of record of a certificate representing Common Shares) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on such certificate and on any adjustment contained therein containedand shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 3 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 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 Agents Agent, and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, a copy of such certificate, and (c) if such adjustment is made after mail or cause the Distribution Date, Rights Agent to mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD)

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

Appears in 2 contracts

Samples: 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 Sections 11 and or 13 hereof, the Company shall (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 Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate in accordance with Section 25 hereof. The Rights Agent Agents shall be fully protected in relying on such certificate and on any adjustment therein containedcontained therein.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agents Agent and with each transfer agent for the Class A Common Shares or the Preferred Shares a copy of such certificate, certificate and (c) if such adjustment is made occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of record 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 therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Medicis Pharmaceutical Corp), Rights Agreement (Medicis Pharmaceutical Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and or 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief reasonably detailed statement of the facts and com- putations accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agents Agent and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record 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 therein containedcontained and shall have no duty with respect to and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 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 Agents Agent, and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing shares of Common Stock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: 4 Rights Agreement (Twin Disc Inc), 4 Rights Agreement (Twin Disc Inc)

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

Appears in 2 contracts

Samples: Section 382 Rights Agreement (Pma Capital Corp), Rights Agreement (Pma Capital Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Securities and Exchange Commission a copy of such certificate, certificate and (c) if such adjustment is made occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate in accordance with Section 25 hereof. The Rights Agent shall be fully is protected in relying on any such certificate and on any adjustments or statements therein contained and shall not be deemed to have knowledge of any such adjustment therein containedor event unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Section 382 Rights Agreement (Centurylink, Inc), Centurylink, Inc

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and 13 hereofor Section 13, the Company 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 Agents Agent, and with each transfer agent for the Company Common Shares or the Preferred Shares Stock, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate evidencing shares of Company Common Stock) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Steel of West Virginia Inc), Rights Agreement (Steel of West Virginia Inc)

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

Appears in 2 contracts

Samples: Rights Agreement (American Physicians Service Group Inc), Rights Agreement (American Physicians Service Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofSection 11, 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 Agents Agent and with each transfer agent for the Common Shares Stock or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on 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 (Osi Pharmaceuticals Inc), Rights Agreement (Osi Pharmaceuticals Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 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 Agents Agent, and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock, a copy of such certificate, certificate and (c) if such adjustment is made after a Distribution Date has occurred, mail or cause the Distribution Date, Rights Agent to mail a brief summary thereof to each holder of record of a Right Rights 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 therein contained. Section 13.

Appears in 2 contracts

Samples: Corporation and American (Medaphis Corp), Corporation and American (Medaphis Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofor 13, the Company shall (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 Agents Agent and with each transfer agent for the Common Shares or the Preferred and Preference Shares a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of record of a certificate representing Common Shares) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on such certificate and on any adjustment contained therein containedand 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 (South Jersey Industries Inc), Rights Agreement (South Jersey Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofor 13, the Company shall (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 Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail or make available a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each registered holder of Common Shares) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Euronet Worldwide Inc), Rights Agreement (Layne Christensen Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall (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 Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 27 hereof. The Rights Agent shall be fully authorized to rely and be protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Technitrol Inc), Rights Agreement (Checkpoint Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and 13 hereofor Section 13, the Company 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 Agents Agent, and with each transfer agent for the Common Shares or the Preferred Shares Stock, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing shares of Common Stock) in accordance with Section 25 hereof26. 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 (American Shared Hospital Services), Rights Agreement (Unicom Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections SECTION 11 and 13 hereofor SECTION 13, the Company 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 Agents Agent, and with each transfer agent for the Common Shares or the Preferred Shares Stock, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing shares of Common Stock) in accordance with Section 25 hereofSECTION 25. The Rights Agent shall will be fully protected in relying on any such certificate and on any adjustment therein containedcontained in such certificate, and shall not be obligated or responsible for calculating any adjustment, nor shall it be deemed to have knowledge of such an adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Suiza Foods Corp), Rights Agreement (Suiza Foods Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company Bank 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 Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofor 13, the Company shall (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 Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on such certificate and on any adjustment contained therein containedand 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 (Sea Pines Associates Inc), Rights Agreement (Sea Pines Associates Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall (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 Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Newmil Bancorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofor 13, the Company shall (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 Agents Agent and with each transfer agent for the shares of Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on such certificate and on any adjustment contained therein containedand shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Elxsi Corp /De//)

AutoNDA by SimpleDocs

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares Shares, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate in accordance with Section 25 hereof. In addition, the Company shall notify the Rights Agent of all record dates provided for in this Agreement. 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 such adjustment unless and until it shall receive such certificate.

Appears in 1 contract

Samples: Rights Agreement (Artesyn Technologies Inc)

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

Appears in 1 contract

Samples: Rights Agreement (Cadence Design Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall (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 Agents Agent and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of shares of Common Stock) in accordance with the manner set forth in Section 25 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 (MAGNACHIP SEMICONDUCTOR Corp)

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

Appears in 1 contract

Samples: Rights Agreement (Martin Industries Inc /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall (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 Agents Agent and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 25 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Deltic Timber Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall (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 Agents Agent and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of shares of Common Stock) in accordance with the manner set forth in Section 25 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 (MAGNACHIP SEMICONDUCTOR Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof9 or 11, the Company shall (a) Section 34 promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) Section 35 promptly file with the Rights Agents Agent and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, Section 36 mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 25 hereof23. 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 (IHS Inc.)

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

Appears in 1 contract

Samples: Rights Agreement (Andrew Corp)

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

Appears in 1 contract

Samples: Rights Agreement (Champion International Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agents Agent and with each transfer agent for the Common Shares or and the Preferred Shares Securities and Exchange Commission a copy of such certificate, certificate and (c) if such adjustment is made occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of record 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 therein containedcontained and shall not have any duty with respect to and shall not be deemed to have knowledge of any adjustment unless and until such certificate has been filed with the Rights Agent.

Appears in 1 contract

Samples: Agreement (BKF Capital Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereofor 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, adjustment (b) promptly file with the Rights Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of record of a certificate representing Common Shares) in 19 accordance with Section 25 hereof25. The Rights Agent shall be fully protected in relying on such certificate and on any adjustment contained therein containedand shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (American Water Works Co Inc)

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

Appears in 1 contract

Samples: Rights Agreement (Cryolife Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 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 Agents Agent, and with each transfer agent for the Common Shares or the Preferred Shares Stock, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each registered holder of a Right Certificate shares of Common Stock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Management Network Group Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and 13 hereofor Section 13, the Company 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 Agents Agent, and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing Common Shares) in accordance with Section 25 hereof26. The Rights Agent shall be fully authorized to rely and be protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Optical Sensors Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof13, the Company shall (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 Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 25 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 (Lubys Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and 13 hereofor 13, the Company shall promptly (a) 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 Agents Agent and with each transfer agent for the Common Shares or Stock and the Preferred Shares Stock a copy of such certificate, certificate and (c) if such adjustment is made occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of record of a Right Certificate in accordance with Section 25 hereof(if so required under Section 25). The Rights Agent shall be fully protected in relying on any such certificate and on any adjustments or statements therein contained and shall have no duty with respect for and shall not be deemed to have knowledge of such adjustment therein containedunless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Hubbell Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (c) mail (or, if such adjustment is made after deemed appropriate by the Distribution DateBoard of Directors of the Company, mail make available at no charge) a brief summary thereof to each holder of record 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 therein contained, and shall have no duty with respect to and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Fresh Brands Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and Section 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agents Agent, and with each transfer agent for the Preferred Stock and the Common Shares or the Preferred Shares Stock, a copy of such certificate, certificate and (c) if such adjustment is made after the a Distribution DateDate has occurred, mail a brief summary thereof to each holder of record of a Right Rights Certificate in accordance with Section 25 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 (Homeservices Com Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agents Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Securities and Exchange Commission a copy of such certificate, certificate and (c) if such adjustment is made occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of record 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 therein containedtherein.

Appears in 1 contract

Samples: Anadarko Petroleum Corp

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 and or Section 13 hereof, the Company shall (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 Agents Agent, and with each transfer agent for the Common Shares or the Preferred Shares Stock, a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of record a Rights Certificate (or, if prior to the Distribution Date, to each holder of a Right Certificate certificate representing shares of Common Stock) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Rights Agreement (Lyondell Petrochemical Co)

Time is Money Join Law Insider Premium to draft better contracts faster.