Certificate of Adjusted Exercise Price or Number of Shares. Whenever any adjustment shall be required, the Company shall promptly (i) prepare a certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, (ii) file with the Rights Agent and with each transfer agent (if different than the Rights Agent) for the Preferred Shares or the Common Stock of the Company a copy of such certificate and (iii) mail a brief summary thereof to each registered holder of the Rights in accordance with Section 5.8. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment described therein and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.
Appears in 8 contracts
Samples: Shareholder Rights Agreement (Plexus Corp), Shareholder Rights Agreement (Hallmark Capital Corp), Shareholder Rights Agreement (St Francis Capital Corp)
Certificate of Adjusted Exercise Price or Number of Shares. Whenever any adjustment shall be requiredrequired by Section 11, 13 or 23(g), the Company shall promptly (ia) prepare a certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, (iib) file with the Rights Agent and with each transfer agent (if different than the Rights Agent) for the Preferred Shares or the Common Stock and Class B Common Stock of the Company a copy of such certificate and (iiic) mail a brief summary thereof to each registered holder of the Rights in accordance with Section 5.826. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment described therein 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: Stockholders Rights Agreement (Whitehall Jewellers Inc), Stockholders Rights Agreement (Whitehall Jewellers Inc)
Certificate of Adjusted Exercise Price or Number of Shares. Whenever any adjustment shall be requiredrequired by Sections 11 or 13, the Company shall promptly (i) prepare a certificate cer tificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, (ii) file with the Rights Agent and with each transfer agent (if different than the Rights Agent) for the Preferred Shares or the Common Stock of the Company a copy of such certificate and (iii) mail a brief summary thereof to each registered holder of the Rights in accordance with Section 5.826. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment described therein 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: Shareholders Rights Agreement (Midamerican Energy Holdings Co)