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 or any event affecting the Rights or their exercisability (including an event which causes Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed statement of the facts, computations and methodology accounting for any adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have not duty or liability with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De)

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Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including including, without limitation, an event which causes Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed brief statement of the factsfacts to the extent applicable, computations and methodology accounting for any adjustmentsuch adjustment or event, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have not no duty or liability with respect to, and shall not be deemed to have knowledge of, of any adjustment or any such event unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Stockholders Rights Agreement (Box Ships Inc.), Stockholders Rights Agreement (Box Ships Inc.)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including an event which causes Rights to become null and void) occurs as provided in Sections Section 11 and or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate duly executed by an officer of the Company setting forth such adjustment or describing such event, and a brief, reasonably detailed brief statement of the facts, facts giving rise to such adjustment along with computations and methodology accounting for any such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares and the Ordinary Shares of the Company a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have not no duty or liability with respect to, and shall not be deemed to have knowledge of, of any adjustment or any such event unless and until it shall have has received such certificate.

Appears in 2 contracts

Samples: Shareholders’ Rights Agreement (Sohu.com LTD), Shareholders’ Rights Agreement (Sohu.com LTD)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or of their exercisability (including without limitation an event which causes Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment or describing such event, event and a brief, brief reasonably detailed statement of the facts, computations and methodology accounting for any such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have not no duty or liability with respect to, and shall not be deemed to have knowledge of, any of such adjustment or any such event unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Shareholders Rights Agreement (Euroseas Ltd.), Stockholders Rights Agreement (Nordic American Tanker Shipping LTD)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation, an event which causes Rights to become null and void) occurs as provided in Sections 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 and calculations accounting for such adjustment or describing such event, and a brief, reasonably detailed statement of the facts, computations and methodology accounting for any adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares 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 Distribution Date, to each holder of a certificate representing shares of Common Stock of the Company) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have not no duty or liability with respect to, to and shall not be deemed to have knowledge of, of any such adjustment or any such event unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Bellavista Capital Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including including, without limitation, an event which causes Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment and a brief statement of the facts and calculations accounting for such adjustment or describing such event, and a brief, reasonably detailed statement of the facts, computations and methodology accounting for any adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have not no duty or liability with respect to, to and shall not be deemed to have knowledge of, any of such adjustment or any such event unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Digitalthink Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including including, without limitation, an event which causes Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed brief statement of the facts, computations and methodology methodology, to the extent applicable, accounting for any such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have not no duty or liability with respect to, and shall not be deemed to have knowledge of, of any adjustment or any such event unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Stockholders Rights Agreement (Diana Containerships Inc.)

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Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation an event which causes Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment or describing such event, event and a brief, reasonably detailed statement of the facts, computations and methodology accounting for any such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement contained therein and shall have not no duty or liability with respect to, and shall not be deemed to have knowledge of, any adjustment or any such event unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Curon Medical Inc)

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting affecting the Rights or their exercisability (including including, without limitation, an event which causes Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed brief statement of the facts, computations and methodology methodology, to the extent applicable, accounting for any such adjustment, (b) file file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification certification or give such notice shall not affect affect the validity of such adjustment or the force or effect effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate certificate and on any adjustment or statement contained therein and shall have not no duty or liability with respect to, and shall not be deemed to have knowledge of, of any adjustment or any such event unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Stockholders’ Rights Agreement

Certificate of Adjusted Exercise Price or Number of Shares. Whenever an adjustment is made or any event affecting the Rights or their exercisability (including without limitation an event which causes the Rights to become null and void) occurs as provided in Sections 11 and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed statement of the facts, computations and methodology accounting for any such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment adjustment, description of event or statement contained therein and shall have not no duty or liability with respect to, and shall not be deemed to have knowledge of, any such adjustment or any such event unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Preferred Stock Rights Agreement (Peregrine Systems Inc)

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