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

Certificate of Adjusted Exercise 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 Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Exercisability Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 6 contracts

Samples: Rights Agreement (Signature Inns Inc/In), Rights Agreement (Performance Food Group Co), Rights Agreement (Coventry Health Care Inc)

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Certificate of Adjusted Exercise 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 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) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Exercisability Distribution Date, to each holder of a certificate representing shares of Common StockStock of the Company) in accordance with Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained 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: Shareholder Rights Agreement (Discovery Laboratories Inc /De/), Shareholder Rights Agreement (Discovery Laboratories Inc /De/)

Certificate of Adjusted Exercise 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 Common Stock, Stock of the Company a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Exercisability Distribution Date, to each holder of a certificate representing shares of Common StockStock of the Company) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained 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: Shareholder Rights Agreement (Washington Trust Bancorp Inc), Shareholder Rights Agreement (Washington Trust Bancorp Inc)

Certificate of Adjusted Exercise 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 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 Shares and the Common Stock, Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Exercisability Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 hereof26. The Rights Agent shall will be fully protected in relying on any such certificate and on any adjustment contained therein contained and shall will not be deemed considered to have knowledge of any such adjustment unless and until it shall have has received such certificate.

Appears in 2 contracts

Samples: Shareholder Rights Agreement (Associated Estates Realty Corp), Shareholder Rights Agreement (Standard Products Co)

Certificate of Adjusted Exercise 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 Common Stock, Stock and the Common Stock of the Company a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Exercisability Distribution Date, to each holder of a certificate representing shares of Common StockStock of the Company) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained 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: Stockholder Rights Agreement (Kendle International Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 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, and with each transfer agent for the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Exercisability Separation Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained 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 (Frozen Food Express Industries Inc)

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Certificate of Adjusted Exercise 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 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, Shares and Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Exercisability Distribution Date, to each holder of a certificate representing shares of Common StockShares or book entry position in respect thereof) in accordance with Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained 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: Tax Benefits Preservation Rights Agreement (Myrexis, Inc.)

Certificate of Adjusted Exercise 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 Common Stock, Stock of the Company a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Exercisability Distribution Date, to each holder of a certificate representing shares of Common StockStock of the Company) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained 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: Shareholder Rights Agreement (Medwave Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made as provided in Section 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, and with each transfer agent for the Common Stock or Preferred Stock, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Exercisability Separation Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained 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 (Performance Technologies Inc \De\)

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