Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations 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 Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability 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 14 contracts
Samples: Stockholder Rights Agreement (Galera Therapeutics, Inc.), Stockholder Rights Agreement (Veradigm Inc.), Stockholder Rights Agreement (Veradigm Inc.)
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 1313 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Time Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2627 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability 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 4 contracts
Samples: Rights Agreement (Farmers & Merchants Bancshares, Inc.), Rights Agreement (Southwest Airlines Co), Rights Agreement
Certificate of Adjusted Exercise Price or Number of Shares. Issuable Upon Exercise of Rights. Whenever an adjustment is made as provided in -------------------------------- Section 11 or Section 13hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and securities issuable upon exercise of the Common Stock, Rights a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2625 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or to give such notice or mail such summary shall not affect the validity of or the force or and effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect tocontained, and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of, of such an adjustment unless and until it shall have received such certificate.
Appears in 4 contracts
Samples: Rights Agreement (Standard Pacific Corp /De/), Rights Agreement (Maxwell Shoe Co Inc), Rights Agreement (Maxwell Shoe Co Inc)
Certificate of Adjusted Exercise Price or Number of Shares. Issuable Upon Exercise of Rights. Whenever an adjustment is made as -------------------------------- provided in Section 11 or Section 13hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and securities issuable upon exercise of the Common Stock, Rights a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2625 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or to give such notice or mail such summary shall not affect the validity of or the force or and effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect tocontained, and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of, of such an adjustment unless and until it shall have received such certificate.
Appears in 3 contracts
Samples: Rights Agreement (Bank Plus Corp), Rights Agreement (Bank Plus Corp), Rights Agreement (Virata Corp)
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 1313 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate certificate, and (c) if a Distribution Time Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2627 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect affect the validity of or the force or effect effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 hereof shall be effective effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability 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
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect affect the validity of or the force or effect effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability 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: Shareholder Rights Agreement
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability 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
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations 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 Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, of such adjustment unless and until it shall have received such certificate.
Appears in 1 contract
Samples: Tax Benefits Preservation Plan (Sandridge Energy Inc)
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations 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 Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect affect the validity of or the force or effect effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability 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: Stockholder Rights Agreement
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations 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 Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, such adjustment or event unless and until it shall have received such certificate.
Appears in 1 contract
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 1311, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations 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 Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability 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: Stockholder Rights Agreement (Purple Innovation, Inc.)
Certificate of Adjusted Exercise Price or Number of Shares. Issuable Upon Exercise of Rights. Whenever an adjustment is made as provided -------------------------------- in Section 11 or Section 13hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and securities issuable upon exercise of the Common Stock, Rights a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2625 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or to give such notice or mail such summary shall not affect the validity of or the force or and effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, of such adjustment unless and until it shall have received such certificate.
Appears in 1 contract
Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Preferred Stock and Shares or the Common StockShares, as the case may be, a copy of such certificate and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 2626 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, certification or give such notice or mail such summary shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of, of such adjustment unless and until it shall have received such certificate.
Appears in 1 contract