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 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief brief, but detailed statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect thereto and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made or any event occurs affecting the Rights or their exercisability (including an event that causes Rights to become null and void) as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, adjustment or describing such event and a brief brief, reasonably detailed statement of the facts facts, computation and methodology accounting for such adjustmentadjustment or describing such event, (b) file with the Rights Agent and with each transfer agent for the Common Stock Shares of the Company and the Preferred Stock Shares a copy of such certificate and (c) if such adjustment occurs at any time after the Distribution Date, mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected and incur no liability in relying on any such certificate and on any adjustment contained therein contained and shall not be deemed to have knowledge of any such adjustment or event unless and until it shall have received such a certificate. Notwithstanding the foregoing, the failure of the Company to make such certification or give such notice shall not affect the validity of, or the force or effect of, the requirement for such adjustment. Any adjustment to be made pursuant to Sections Section 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections Section 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 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 Stock and of the Preferred Stock Company, a copy of such certificate and (c) mail a brief summary thereof to each record holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each record holder of a certificate representing shares of Common StockStock of the Company) in accordance with Section 26 hereof (if so required under Section 25 24 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give prepare such notice certificate or statement or make such filings or mailings shall not affect the validity of of, or the force or effect of or of, the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 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 Stock and of the Preferred Stock Company, a copy of such certificate and (c) mail a brief summary thereof to each record holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each record holder of a certificate representing shares of Common StockStock of the Company) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give prepare such notice certificate or statement or make such filings or mailings shall not affect the validity of of, or the force or effect of or of, the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 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 Stock and of the Preferred Stock Company, a copy of such certificate and (c) mail a brief summary thereof to each record holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each record holder of a certificate representing shares of Common StockStock of the Company) in accordance with Section 26 hereof (if so required under Section 25 24 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give prepare such notice certificate or statement or make such filings or mailings shall not affect the validity of of, or the force or effect of or of, the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 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 Stock and the Preferred Stock Stock, a copy of such certificate certificate, and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained contained, 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 certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as Notwithstanding the foregoing, the failure of the date Company to prepare the certificate or make such filings or give such notices as are required hereunder shall not adversely affect, suspend, modify or change the validity or enforce ability of this Agreement or the event giving rise to such adjustmentRights.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof13, 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 Common Stock and or the Series A Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 hereof (if so required under Section 25 hereof)25. Notwithstanding the foregoing sentence, the failure of the Company to make such certification, give such notice or mail such summary shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereofand 13, the Company shall promptly (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 its Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or if prior to the Distribution Date, to each holder of a certificate representing shares of its Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certificates or give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or and 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company Corporation 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 Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) mail mail, or cause the Rights Agent to mail, a brief summary thereof to each holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company Corporation to make such certification or to give such notice shall not affect the validity of or the validity, force or effect of or the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 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 and with each transfer agent for the Common Preferred Stock and for the Preferred Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or or, if prior to the Distribution Date, then to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, but the failure of the Company to make such certificates or give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall it be deemed to have knowledge of any such an adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections Section 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment or any event affecting the exercisability of the Rights (including without limitation an event which causes the Rights to become null and void) is made or any event affecting the exercisability of the Rights (including an event that causes Rights to become null and void) occurs as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment or describing such event and a brief brief, reasonably detailed, statement of the facts facts, computations, and methodology accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25 and Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and, except as provided for in this Agreement, shall have no duty or liability with respect to, and shall not be deemed to have knowledge of of, any adjustment or any such adjustment event unless and until it shall have received such a certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 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 Stock and of the Preferred Stock Company, a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Rights Certificate (or if prior to the Distribution Date, to each holder of a certificate representing shares of Common StockStock of the Company) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give prepare such notice certificate or statement or make such filings or mailings shall not affect the validity of of, or the force or effect of or of, the requirement for such adjustment. 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 such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 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 Stock and the Preferred Stock Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Right 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentenceFailure to promptly prepare or file such certificate, the failure of the Company or to give such notice mail a brief summary thereof, shall not affect the legality or validity of any adjustment made pursuant to Section 11 or the force or effect of or the requirement for such adjustmentSection 13 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be obligated or responsible for calculating any adjustments nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 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 Preferred Stock and the Preferred Stock Company Common Stock, a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate (or 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of or the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief and reasonably detailed statement of the facts and computation accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each the transfer agent for the Common Stock and the Preferred Stock Stock, a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of of, or the force or effect of or the requirement for for, such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 9 or 13 hereofSection 11, 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 and with each the transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) if such adjustment occurs any time after the Distribution Date, mail a brief summary thereof to each holder of a Right Certificate (or if prior to in the Distribution Date, to each holder of a certificate representing shares of Common Stock) manner set forth in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, 23; provided that the failure of the Company to give prepare, file or mail such notice certificate or summary shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment statement therein contained and shall not have no duty or liability to calculate or verify or confirm any of the adjustments set forth therein, nor shall it be deemed to have knowledge of any such adjustment or basis for adjustment hereunder unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or and 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares (if such transfer agent is an entity other than the Rights Agent) a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of by the Company to make such certification or give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and/or Section 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 Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Right Rights Certificate (in accordance with Section 26 hereof, or if prior to the Distribution Date, to each holder of disclose a certificate representing shares of Common Stock) brief summary in accordance with Section 26 hereof (if so required a filing under Section 25 hereof). Notwithstanding the foregoing sentenceExchange Act; provided, however, that the failure of the Company to give give, or any defect in, any such notice disclosure shall not affect the legality or validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment adjustments or statements therein contained and shall not be deemed to have knowledge of any such adjustment or event unless and until it shall have received a copy of such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment and a brief brief, reasonably detailed statement of the facts facts, computation, methodology and accounting for such adjustment, (b) promptly file with the Rights Agent Agent, and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate and (c) mail a brief summary thereof to each registered holder of a Right Rights Certificate (or 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to prepare or file such certificate or give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have knowledge of such an adjustment or any such adjustment event, unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall as promptly as practicable (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 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 Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or to give such notice shall not affect the validity of or the force or and effect of or the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained, and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have any duty with respect to or any knowledge of such an adjustment unless and until it shall have received such certificate.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, adjustment or describing such event and a brief reasonably detailed statement of the facts facts, computation and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) if the Distribution Date has occurred, mail or make available a brief summary thereof to each holder of a Right 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected and incur no liability in relying on any such certificate and on any adjustment or statement therein contained contained, shall not be obligated or responsible for calculating any such adjustment, and shall not have any duty or liability with respect to, or be deemed to have knowledge of of, any such adjustment or event unless and until it shall have received such a certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or if or, prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock or Preferred Stock) in accordance with Section 26 25 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment, or the force or effect of or the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and Shares or the Preferred Stock Shares a copy of such certificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief brief, but detailed statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect affect the validity of such adjustment or the force or effect effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty or liability with respect thereto and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 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 Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of Nothing herein shall be construed to require that the Company to give such notice shall not affect take any action whatsoever in the validity event of a stock split or the force or effect of or the requirement for such adjustmentsimilar recapitalization as described in Section 11(p) 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 a certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereofSection 13, the Company shall promptly (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 Common Preferred Stock and the Preferred Stock 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 Right 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment26. 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. Notwithstanding the foregoing sentence, the failure of the Company to make such certificate or give such notice shall not affect the validity or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Sections Section 11 or Section 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. 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. Any adjustment to be made pursuant to Sections Section 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustmentadjustment or describing such event, and a brief brief, reasonably detailed statement of the facts facts, computations and methodology accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of any such adjustment or any such event unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or 13 hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Common Stock and or the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall s hall 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. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 ‎Section 9 or 13 hereof‎Section 11, 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 and with each the transfer agent for the Common Stock and the Preferred Stock a copy of such certificate and (c) if such adjustment occurs any time after the Distribution Date, mail a brief summary thereof to each holder of a Right Certificate (or if prior to in the Distribution Date, to each holder of a certificate representing shares of Common Stock) manner set forth in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, ‎Section 24; provided that the failure of the Company to give prepare, file or mail such notice certificate or summary shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment statement therein contained and shall not have no duty or liability to calculate or verify or confirm any of the adjustments set forth therein, nor shall it be deemed to have knowledge of any such adjustment or basis for adjustment hereunder unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or 13 hereofand 13, the Company shall promptly 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 its Common Stock and the Preferred Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or if prior to the Distribution Date, to each holder of a certificate representing shares of its Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof)of this Agreement. Notwithstanding the foregoing sentence, the failure of the Company to make such certificates or give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or and 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 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 and with each transfer agent for the Common Preferred Stock and the Preferred Stock Company 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 Right Rights Certificate (or 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment adjustments or statements therein contained and shall not be deemed to have knowledge of any such adjustment or event unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.

Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or and Section 13 hereof, the Company shall promptly (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 Common Preferred Stock and the Preferred Stock Common Stock, a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate (or or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. 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 certificatecontained. Any adjustment to be made pursuant to Sections 11 or and 13 hereof of this Agreement shall be effective as of the date of the event giving rise to such adjustment; provided, however, that the Rights Agent shall have no duty with respect to and shall not be deemed to have any knowledge of any such adjustment unless and until it shall have received such certificate.

Certificate of Adjusted Purchase Price or Number of Shares. (a) Whenever any event affecting the Rights or their exercisability is made (including without limitation an event which causes the Rights to become null and void) as provided in Section 11 or Section 13 hereof, the Company shall notify the Rights Agent in writing of such event and provide a brief statement of the facts accounting for such event. (b) Whenever an adjustment is made as provided in Section 11 or Section 13 hereof, the Company shall (x) promptly (a) prepare a certificate setting forth such adjustment, adjustment and a brief statement of the facts accounting for such adjustment, (by) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Stock and the Preferred Stock Company Common Stock, a copy of such certificate certificate, and (cz) mail a brief summary thereof to each holder of a Right Rights Certificate (or 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 (if so required under Section 25 hereof). Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of such adjustment or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or any statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of of, any adjustment or any such adjustment event unless and until it shall have received such a certificate. Any adjustment to be made pursuant to Sections 11 or 13 hereof shall be effective as of the date of the event giving rise to such adjustment.