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 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 Preferred Stock and 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 Distribution 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.

Appears in 47 contracts

Samples: Tax Benefit Preservation Plan Rights Agreement (Iec Electronics Corp), Rights Agreement (Netsolve Inc), Rights Agreement (Ametek Inc/)

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Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 46 contracts

Samples: Section 382 Rights Agreement (Beazer Homes Usa Inc), Section 382 Rights Agreement (Rovi Corp), Section 382 Rights Agreement (Pharmathene, Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered 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.

Appears in 40 contracts

Samples: Rights Agreement (Parker Drilling Co /De/), Rights Agreement (Depomed Inc), Rights Agreement (Omega Protein Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock 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) in accordance with the manner set forth in Section 26 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 35 contracts

Samples: Agreement (Kona Grill Inc), Rights Agreement (Wits Basin Precious Minerals Inc), Agreement (El Capitan Precious Metals Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Company 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 Distribution Date, to each holder of a certificate representing evidencing shares of Company Common Stock) in accordance with Section 26 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 29 contracts

Samples: Rights Agreement (InterDigital, Inc.), Rights Agreement (Education Lending Group Inc), Rights Agreement (Mothers Work Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Company 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 Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 26 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 24 contracts

Samples: Rights Agreement (Optika Inc), Rights Agreement (JDS Uniphase Corp /Ca/), Rights Agreement (Oneida LTD)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and 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 Distribution 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 containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 23 contracts

Samples: Rights Agreement (BJS Wholesale Club Inc), Rights Agreement (BJS Wholesale Club Inc), Rights Agreement (Filenes Basement Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in 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 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) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution 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 containedcontained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 23 contracts

Samples: Rights Agreement (Boston Communications Group Inc), Rights Agreement (Momenta Pharmaceuticals Inc), Rights Agreement (Lifeline Holdings, Inc.)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 13 contracts

Samples: Rights Agreement (Eagle Bulk Shipping Inc.), Rights Agreement (Yahoo Inc), Rights Agreement (Yahoo Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement 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 10 contracts

Samples: Rights Agreement (Desktop Metal, Inc.), Rights Agreement (Stratasys Ltd.), Rights Agreement (Kaltura Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and the Company 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 Distribution Date, to each holder of a certificate representing shares of Company 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 containedcontained and shall not be deemed to have knowledge of any such Adjustment unless and until it shall have received such certificate.

Appears in 9 contracts

Samples: Rights Agreement (O Charleys Inc), Rights Agreement (Amsurg Corp), Rights Agreement (Forward Air Corp)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate 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.

Appears in 9 contracts

Samples: Rights Agreement (1st Constitution Bancorp), Rights Agreement (1st Constitution Bancorp), Rights Agreement (CPEX Pharmaceuticals, Inc.)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 9 contracts

Samples: Rights Agreement (Asarco Cyprus Inc), Rights Agreement (Regeneron Pharmaceuticals Inc), Rights Agreement (Motorcar Parts & Accessories Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares share 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.

Appears in 9 contracts

Samples: Rights Agreement (Realogy Corp), Rights Agreement (Wyndham Worldwide Corp), 382 Rights Agreement (Solutia Inc)

Certificate of Adjusted Purchase 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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 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 a certificate.

Appears in 8 contracts

Samples: Rights Agreement (Safeskin Corp), Rights Agreement (Union Pacific Resources Group Inc), Rights Agreement (Sunsource Inc)

Certificate of Adjusted Purchase 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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 8 contracts

Samples: Rights Agreement (Consol Energy Inc), Rights Agreement (Recoton Corp), Rights Agreement (Recoton Corp)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 7 contracts

Samples: Rights Agreement (Nui Corp), Rights Agreement (Philip Services Corp/De), Rights Agreement (Nui Holding Co)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common StockCompany Securities, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockCompany Securities) 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.

Appears in 6 contracts

Samples: Rights Agreement (Marcam Solutions Inc), Rights Agreement (Marcam Solutions Inc), Rights Agreement (Marcam Solutions Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution 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.

Appears in 6 contracts

Samples: Rights Agreement (Cameron International Corp), Rights Agreement (Gardner Denver Inc), Rights Agreement (Mine Safety Appliances Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 11, 12 or 14 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 Preferred Stock and the Common Stock, Stock 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 Distribution 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.

Appears in 6 contracts

Samples: Rights Agreement (Towerstream Corp), Rights Agreement (Iris International Inc), Rights Agreement (Tag It Pacific Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate Certificate representing shares of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 6 contracts

Samples: Rights Agreement, Rights Agreement (Hemispherx Biopharma Inc), Rights Agreement (Calgon Carbon Corporation)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereofor 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 Agent, and with each transfer agent for the Preferred Stock and the Company 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 Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 26 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 5 contracts

Samples: Rights Agreement (Merrill Lynch & Co Inc), Rights Agreement (Merrill Lynch & Co Inc), Rights Agreement (Be Aerospace Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares share of Common Stock) in accordance with Section 26 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 5 contracts

Samples: Rights Agreement (Codorus Valley Bancorp Inc), Rights Agreement (Union National Financial Corp / Pa), Rights Agreement (Codorus Valley Bancorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall 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 Preferred Stock and 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 Distribution 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.

Appears in 5 contracts

Samples: Rights Agreement (Key Technology Inc), Rights Agreement (Key Technology Inc), Rights Agreement (Key Technology Inc)

Certificate of Adjusted Purchase 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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 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 5 contracts

Samples: Shareholder Rights Agreement (Sunlink Health Systems Inc), Shareholder Rights Agreement (Sunlink Health Systems Inc), Rights Agreement (LNB Bancorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof9, the Company shall (ai) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (bii) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (ciii) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the a Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof22. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 5 contracts

Samples: Tax Benefits Preservation Plan (Porter Bancorp, Inc.), Tax Benefits Preservation Plan (First Security Group Inc/Tn), Tax Benefits Preservation Plan (Steel Excel Inc.)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 4 contracts

Samples: Rights Agreement (Armco Inc), Rights Agreement (First American Corp /Tn/), Rights Agreement (Genvec Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 Sections 8 and Section 13 hereof10, 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 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) in accordance with the manner set forth in Section 26 hereof22. 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 (Imclone Systems Inc), Rights Agreement (Imclone Systems Inc/De), Rights Agreement (Laboratory Corp of America Holdings)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Preferred Stock and Common Shares or the Common Stock, Series A 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 Distribution Separation Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 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 (Orthologic Corp), Rights Agreement (Nfo Worldwide Inc), Rights Agreement (Orthologic Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof9, the Company shall (ai) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (bii) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (ciii) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the a Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof23. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 4 contracts

Samples: Exchange Agreement, Exchange Agreement (Citigroup Inc), Tax Benefits Preservation Plan (Citigroup Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 (Serv Tech Inc /Tx/), Rights Agreement (Serv Tech Inc /Tx/), Rights Agreement (Serv Tech Inc /Tx/)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail a brief summary thereof to each record holder of a Rights Certificate (or, if prior to the Distribution Date, to each record 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 containedcontained 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 (Gateway Energy Corp/Ne), Rights Agreement (Cerner Corp /Mo/), Rights Agreement (Gold Banc Corp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, 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 Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock 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 affected shares of Common Stock) in accordance with the manner set forth in Section 26 hereof26. 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 3 contracts

Samples: Rights Agreement (Conrad Industries Inc), Rights Agreement (Horizon Offshore Inc), Rights Agreement (Bnccorp Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and 11, Section 13 hereof, or Section 23(a) 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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof26. 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 (Chembio Diagnostics, Inc.), Rights Agreement (Chembio Diagnostics, Inc.), Rights Agreement (InspireMD, Inc.)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Preferred Stock 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 Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 27 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 (North Pittsburgh Systems Inc), Rights Agreement (North Pittsburgh Systems Inc), Rights Agreement (Flushing Financial Corp)

Certificate of Adjusted Purchase 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 Preferred Special Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 (Schulman a Inc), Rights Agreement (Schulman a Inc), Rights Agreement (Schulman a Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 3 contracts

Samples: Rights Agreement (First Financial Bancorp /Oh/), Rights Agreement (LSB Bancshares Inc /Nc/), Rights Agreement (Optelecom Inc)

Certificate of Adjusted Purchase 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 adjustment, and a brief 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, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered 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 or statement therein containedcontained and shall not be deemed to have knowledge of any adjustment or any such event unless and until it shall have received such a certificate.

Appears in 3 contracts

Samples: Rights Agreement (Asta Funding Inc), Rights Agreement (Genvec Inc), Rights Agreement (Breeze-Eastern Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof9, the Company shall (ai) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (bii) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (ciii) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the a Distribution Date, to each holder of a certificate representing shares of Common StockStock or an Ownership Statement in respect thereof) in accordance with the manner set forth in Section 26 hereof22. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 3 contracts

Samples: Shareholder Rights Plan (Sterling Financial Corp /Wa/), Shareholder Rights Plan (Sterling Financial Corp /Wa/), Shareholder Rights Plan (Sterling Financial Corp /Wa/)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 (Wolohan Lumber Co), Rights Agreement (Wolohan Lumber Co), Shareholder Rights Agreement (Lamar Capital Corp)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 (Century Casinos Inc), Rights Agreement (Team Financial Inc /Ks), Rights Agreement (Biosource International Inc)

Certificate of Adjusted Purchase 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 brief, 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 Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 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 (RCM Technologies Inc), Rights Agreement (RCM Technologies Inc), Rights Agreement (RCM Technologies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereofSections 8 or 10, 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 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) in accordance with the manner set forth in Section 26 hereof22. 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 (Callidus Software Inc), Rights Agreement (Vitesse Semiconductor Corp), Rights Agreement (Therasense Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Common Stock and the Common Preferred Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered 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.

Appears in 3 contracts

Samples: Rights Agreement (Commvault Systems Inc), Rights Agreement (Innospec Inc.), Rights Agreement (Ion Geophysical Corp)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate Certificate representing shares of Common Stock) in accordance with Section 26 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 (Cimarex Energy Co), Rights Agreement (NTL Inc), Rights Agreement (NTL Inc/De/)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Junior Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution 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 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: Stockholders Rights Agreement (Conectiv Inc), Stockholders Rights Agreement (Conectiv Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock 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) in accordance with the manner set forth in Section 26 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 any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Florida East Coast Industries, Inc.), Rights Agreement (Florida East Coast Industries Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 (Dusa Pharmaceuticals Inc), Rights Agreement (Dusa Pharmaceuticals Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 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 Agent, Agent and with each transfer agent for the Common Shares or the Preferred Stock and the Common Stock, Shares a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) 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.

Appears in 2 contracts

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

Certificate of Adjusted Purchase 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 and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Company 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 Distribution Date, to each holder of a certificate representing evidencing shares of Company Common Stock) in accordance with Section 26 hereof25. 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 certificate.

Appears in 2 contracts

Samples: Rights Agreement (Pg&e Corp), Rights Agreement (Pacific Gas & Electric Co)

Certificate of Adjusted Purchase 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 the transfer agent for the Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 (U S Technologies Inc), Rights Agreement (Southfirst Bancshares Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock Shares and the Common StockShares, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of the Common StockShares) 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. Section 13.

Appears in 2 contracts

Samples: Rights Agreement (Excel Industries Inc), Rights Agreement (Excel Industries Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the shares of Common Stock and Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of record of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any 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 (Penn Virginia Corp), Rights Agreement (Airgas Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 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 Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (CBL & Associates Properties Inc), Rights Agreement (CBL & Associates Properties Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereof, the Company shall 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 Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, a Stock copy of such certificate, ; and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares Shares of Common Stock) in accordance with Section 26 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 (Kansas City Southern), Rights Agreement (DST Systems Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered 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.

Appears in 2 contracts

Samples: Rights Agreement (SPSS Inc), Rights Agreement (Devry Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock 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) in accordance with the manner set forth in Section 26 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 (Rj Reynolds Tobacco Holdings Inc), Rights Agreement (Burns International Services Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 13 hereofor 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement statement, reasonably detailed, 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 the Common Stock, Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of record of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of record of a certificate representing shares of Common StockShares) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein containedand 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 (Amerisource Health Corp/De), Rights Agreement (Amerisource Health Corp/De)

Certificate of Adjusted Purchase 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 shares of Preferred Stock and the shares of 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 (Contango ORE, Inc.), Rights Agreement (Contango Oil & Gas Co)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Common Shares or the Series A Preferred Stock 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, or if prior to before the Distribution Date, to each holder of a certificate representing shares Common Shares or of Common StockBook Entry Shares) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement 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 (Sinovac Biotech LTD), Rights Agreement (Xyratex LTD)

Certificate of Adjusted Purchase 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 brief, reasonably detailed statement of the facts facts, computations and accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Company Common Stock and the Common 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 Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 26 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 (Jp Realty Inc), Rights Agreement (Jp Realty Inc)

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Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof, 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 Agent, and with each transfer agent for the Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. The Rights Agent shall will be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 2 contracts

Samples: Rights Agreement (Alkermes Inc), Rights Agreement (Alkermes Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Junior Preferred Stock and the Company 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 Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 26 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 (Georgia Pacific Corp), Rights Agreement (Georgia Pacific Corp)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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: Tax Benefits Preservation Plan (Ascena Retail Group, Inc.), Vonage Holdings Corp

Certificate of Adjusted Purchase 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 Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 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 adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Closure Medical Corp), Rights Agreement (Charming Shoppes Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock 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 or Ownership Statement representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof26. 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 (Aetna U S Healthcare Inc), Rights Agreement (Aetna Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section SECTION 11 and Section 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, and with each transfer agent for the Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section SECTION 26 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 (Forgent Networks Inc), Rights Agreement (Forgent Networks Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 27 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 (Earthlink Inc), Rights Agreement (Euronet Worldwide Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and 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 Distribution 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 2 contracts

Samples: Rights Agreement (Corn Products International Inc), Rights Agreement (Corn Products International Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section ---------------- Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Preferred Common Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

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

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Common Stock or the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement 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 (Entercom Communications Corp), Rights Agreement (Allergan Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 before the Distribution 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 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 (Mid America Bancorp/Ky/), Rights Agreement (Mid America Bancorp/Ky/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Preferred Common Stock and or the Common Stock, Incentive Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 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 (Mentor Graphics Corp), Rights Agreement (Mentor Graphics Corp)

Certificate of Adjusted Purchase 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 Preferred Stock and the Common Stock, a copy of such certificate, and (c) if deemed appropriate by the Company, 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) in accordance with Section 26 25 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: Rights Agreement (Questar Corp), Rights Agreement (Questar Corp)

Certificate of Adjusted Purchase 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 adjustment, and a brief 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 the Common Stock, Stock a copy of such certificate, certificate and (c) mail or deliver a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Sunrise Senior Living Inc), Rights Agreement (Royal Gold Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 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 Agent, Agent and with each transfer agent for the Preferred Stock and Common Shares or the Common Stock, Preference Shares a copy of such certificate, certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) 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.

Appears in 2 contracts

Samples: Rights Agreement (CepTor CORP), Rights Agreement (Nuco2 Inc /Fl)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Stock and the Common Stock, 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 before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement 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: Tax Benefit Preservation Plan (Transcept Pharmaceuticals Inc), Tax Benefit Preservation Plan (ModusLink Global Solutions Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock Shares and the Common StockShares, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockShares) in accordance with Section 26 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 (SPS Technologies Inc), Rights Agreement (SPS Technologies Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution 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. Section 13.

Appears in 2 contracts

Samples: Rights Agreement Rights Agreement (Comdisco Inc), Rights Agreement Rights Agreement (Ivex Packaging Corp /De/)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, and (c) mail or deliver a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution 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 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 (Canyon Resources Corp), Rights Agreement (Aurelio Resource Corp)

Certificate of Adjusted Purchase 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 computations and facts 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) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution 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 containedcontained and shall have no duty with respect to, and shall not be deemed to have any knowledge of, such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Vist Financial Corp), Rights Agreement (First Leesport Bancorp Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution 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.

Appears in 2 contracts

Samples: Rights Agreement (Southdown Inc), Rights Agreement (Piedmont Natural Gas Co Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in 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 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) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution 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.contained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate. Consolidation,

Appears in 1 contract

Samples: Rights Agreement (Parexel International Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, the Company Corporation 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 Agent, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof26. 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 1 contract

Samples: Rights Agreement (Starwood Hotel & Resorts Worldwide Inc)

Certificate of Adjusted Purchase 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 Preferred Stock and the Company 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 Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 26 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 (First Community Corp /Tn/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and Section 13 hereof25, the Company shall (ai) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (bii) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (ciii) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the a Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with the manner set forth in Section 26 hereof45. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained.

Appears in 1 contract

Samples: Exchange Agreement (Citigroup Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Common Stock or the Series D Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement 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 (Wet Seal Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 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, Agent and with each transfer agent for the Preferred Stock and the Common Stock, Stock a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of record of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of record of a certificate representing shares of Common Stock) in accordance with Section 26 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 (National Computer Systems Inc)

Certificate of Adjusted Purchase 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 facts, computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail make available a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 26 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. SECTION 13.

Appears in 1 contract

Samples: Rights Agreement Rights Agreement (Mercury Systems Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Common Stock or the Junior Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, or if prior to before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement 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 (Viad Corp)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 before the Distribution 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 containedcontained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such certificate. Section 13. Consolidation, Merger or Sale or Transfer of Assets or Earning Power.

Appears in 1 contract

Samples: Rights Agreement (Steel Technologies Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof13, 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 Agent, Agent and with each transfer agent for the Preferred Stock Common Stock, and the Common 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof25. 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 1 contract

Samples: Rights Agreement (Boots & Coots International Well Control Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and 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 Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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 (Standard Microsystems Corp)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 and Section 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 Agent, Agent and with each transfer agent for the Common Stock or the Series B Preferred Stock and the Common Stock, 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 before the Distribution Date, to each holder of a certificate representing shares of Common StockStock or Book Entry Shares in respect thereof) in accordance with Section 26 hereof25. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement 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: Tax Benefit Preservation Plan (American Airlines Group Inc.)

Certificate of Adjusted Purchase 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 Preferred Stock and 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 Distribution 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 containedcontained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certification.

Appears in 1 contract

Samples: Rights Agreement (Amcore Financial Inc)

Certificate of Adjusted Purchase 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 Preferred Common Stock and each trustee under the Common StockIndenture, a copy of such certificate, and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 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: 1 Rights Agreement (Dusa Pharmaceuticals Inc)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 and or Section 13 hereof, the Company Corporation 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 Series A Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution 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 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: Stockholder Rights Agreement (Freemarkets Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Common Stock, a copy of such certificate, certificate and (c) mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each registered holder of a certificate representing shares of Common Stock) in accordance with Section 26 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: Section 382 Rights Agreement (Parker Drilling Co /De/)

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 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, Agent and with each transfer agent for the Series A Preferred Stock and the Common Stock, 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) in accordance with the manner set forth in Section 26 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 (Egames Inc)

Certificate of Adjusted Purchase 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, and with each transfer agent for the Preferred Stock and the Company Common Stock, a copy of such certificate, and (c) mail make available a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Company Common Stock) in accordance with Section 26 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 1 contract

Samples: Rights Agreement (Chefs' Warehouse, Inc.)

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