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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares and the Common Shares, 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 Common Shares) in accordance with Section 25 hereof. 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 17 contracts
Samples: Rights Agreement (Sei Investments Co), Rights Agreement (Sports Authority Inc /De/), Rights Agreement (Scott Technologies Inc)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the computations and facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 9 contracts
Samples: Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (Alloy Inc)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.
Appears in 8 contracts
Samples: Rights Agreement (News Corp), Rights Agreement (News Corp), Rights Agreement (News Corp)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.
Appears in 5 contracts
Samples: Rights Agreement (Inland Steel Industries Inc /De/), Rights Agreement (Ryerson Tull Inc /De/), Rights Agreement (Inland Steel Industries Inc /De/)
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 (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares Stock, the Company's Common Stock and the Common SharesConvertible 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 Common Sharesshares of the Stock) in accordance with Section 25 hereof. 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 4 contracts
Samples: Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Company Common SharesStock, a copy of such certificate, and (c) if Right Certificates have been issued, 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 SharesStock) in accordance with Section 25 26 hereof. 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 4 contracts
Samples: Rights Agreement (JLG Industries Inc), Rights Agreement (Baker Michael Corp), Rights Agreement (Wall Street Deli Inc)
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 and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, Securities and Exchange Commission a copy of such certificate, certificate and (c) if such adjustment occurs at any time after the Distribution Date, 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment adjustments or statements therein contained and shall have no duty or liability with respect to to, and shall not be deemed to have knowledge of of, any such adjustment or event unless and until it shall have received such a certificate.
Appears in 3 contracts
Samples: Section 382 Rights Agreement (Lumen Technologies, Inc.), Section 382 Rights Agreement (Lumen Technologies, Inc.), Section 382 Rights Agreement
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereofand 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with deliver to the Rights Agent, the registrar of the Company and with each transfer agent for the Preferred Series A First Preference Shares and the Common Shares, 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 Common Shares) in accordance with the manner set forth in Section 25 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 actually received such a certificate.
Appears in 3 contracts
Samples: Rights Agreement (Adt Limited), Rights Agreement (Adt Limited), Rights Agreement (Adt Limited)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 hereof. 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 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 a certificate.
Appears in 3 contracts
Samples: Preferred Stock Rights Agreement, Preferred Stock Rights Agreement (Vivus Inc), Preferred Stock Rights Agreement (Vivus Inc)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 hereof. 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.
Appears in 3 contracts
Samples: Section 382 Rights Agreement (Cohen & Co Inc.), Section 382 Rights Agreement (Institutional Financial Markets, Inc.), Section 382 Rights Agreement (COHEN & Co INC.)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series B Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 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.
Appears in 3 contracts
Samples: Stockholders Rights Agreement (Furniture Brands International Inc), Stockholders Rights Agreement (Furniture Brands International Inc), Stockholders Rights Agreement (Furniture Brands International Inc)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, methodology and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common 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 Common Shares) in accordance with Section 25 hereof25. The Rights Agent shall be fully authorized and 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 2 contracts
Samples: Rights Agreement (Varco International Inc /De/), Rights Agreement (Varco International Inc /De/)
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 and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, Securities and Exchange Commission a copy of such certificate, certificate and (c) if such adjustment occurs at any time after the Distribution Date, 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained contained, and shall have no duty with respect to to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.
Appears in 2 contracts
Samples: Rights Agreement (Patina Oil & Gas Corp), Rights Agreement (Patina Oil & Gas Corp)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section and 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, computations and computations methodology of 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 Shares and the Common 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained contained, and shall have no duty with respect to 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 2 contracts
Samples: Rights Agreement (Pfsweb Inc), Rights Agreement (Pfsweb Inc)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 in accordance with Section 27 hereof (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Shares) in accordance with Section 25 hereofStock). 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 2 contracts
Samples: Rights Agreement (Weight Watchers International Inc), Rights Agreement (Weight Watchers International Inc)
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 (a) promptly prepare a certificate setting forth such adjustment or describing such event and a brief, reasonably detailed brief statement of the facts facts, computations and computations methodology accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common Stock or Company Preferred Shares, as applicable, a copy of such certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each registered holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 26 hereof. 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.
Appears in 2 contracts
Samples: Rights Agreement (Mullen Automotive Inc.), Rights Agreement
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 Common Shares) in accordance with Section 25 27 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not 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 (Ramtron International Corp), Rights Agreement (Screaming Media Com Inc)
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 and a brief, reasonably detailed detailed, statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, Securities and Exchange Commission a copy of such certificate, certificate and (c) if such adjustment occurs at any time after the Distribution Date, 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained therein, 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 2 contracts
Samples: Rights Agreement (PNC Financial Services Group Inc), Rights Agreement (PNC Financial Services Group Inc)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereofand 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares and the Common Shares, 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 SharesStock) in accordance with Section 25 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 to, and shall not be deemed to have knowledge of any of, such adjustment unless and until it shall have received such a certificate.
Appears in 2 contracts
Samples: Rights Agreement (Nathans Famous Inc), Rights Agreement (Nathans Famous Inc)
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 (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts facts, computations and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Shares Stock and the Common Shares, 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and contained, shall have no duty with respect to 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 2 contracts
Samples: Rights Agreement (Northwest Pipe Co), Rights Agreement (Flir Systems Inc)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the computations and facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 to, and shall not be deemed to have any knowledge of any of, such adjustment unless and until it shall have received such a certificate.
Appears in 2 contracts
Samples: Rights Agreement (Sovereign Bancorp Inc), Rights Agreement (Sovereign Bancorp Inc)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Shares and the Common 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 before the Distribution Date, to each holder of a certificate representing shares of Common SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. 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 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 2 contracts
Samples: Tax Benefit Preservation Plan (Extreme Networks Inc), Tax Benefit Preservation Plan (Maxar Technologies Inc.)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with deliver to the Rights Agent, the registrar of the Company and with each transfer agent for the Series A Preferred Shares and the Common Shares, 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 Common Shares) in accordance with the manner set forth in Section 25 hereof26 thereof. 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 actually received such a certificate.
Appears in 2 contracts
Samples: Rights Agreement (Trenwick Group LTD), Rights Agreement (Trenwick Group LTD)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustmentadjustment or describing such event, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Shares and the Common Shares, a copy of such certificate, certificate and (c) mail a brief brief, reasonably detailed 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 SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. 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 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 2 contracts
Samples: Tax Benefit Preservation Plan (Bebe Stores, Inc.), Debt Conversion and Purchase and Sale Agreement (B. Riley Financial, Inc.)
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 (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares Stock and the Common Shares, 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 SharesStock) in accordance with Section 25 hereof. 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 2 contracts
Samples: Rights Agreement (First Coastal Corp), Rights Agreement (Startec Global Communications Corp)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificatecertification.
Appears in 2 contracts
Samples: Rights Agreement (Southtrust Corp), Rights Agreement (Southtrust Corp)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section and 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Common Shares and or the Common Shares, Series A Shares 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully fully, protected in relying on any such certificate and on any adjustment therein contained and shall have no duty with respect to and not be obligated or responsible for calculating any adjustment nor shall not 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 (Ipayment Inc), Rights Agreement (Cpi Corp)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Common SharesStock, 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 SharesStock) in accordance with Section 25 hereof. 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 2 contracts
Samples: Rights Agreement (Interphase Corp), Rights Agreement (Interphase Corp)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, a copy of such certificate, and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Rights Certificate in accordance with Section 27 hereof (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Shares) in accordance with Section 25 hereofStock). 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 2 contracts
Samples: Rights Agreement (Instinet Group Inc), Rights Agreement (Instinet Group Inc)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Stock or the Preferred Shares and the Common Shares, 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 SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. 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 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 a certificate.
Appears in 2 contracts
Samples: Tax Benefit Preservation Plan (Leap Wireless International Inc), Tax Benefit Preservation Plan (Leap Wireless International Inc)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Stock or the Series A Preferred Shares and the Common 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 of Common SharesStock or Book Entry Shares in respect thereof) in accordance with Section 25 hereof25. 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 unless and until it shall have received such a certificate.
Appears in 2 contracts
Samples: Rights Agreement (Spok Holdings, Inc), Rights Agreement
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 shall: (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares and the Common Shares, a Shares 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 Common Shares) in accordance with Section 25 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment adjustments unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (Garmin LTD)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed detailed, statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 1 contract
Samples: Rights Agreement (Staples Inc)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment (including without limitation, an event which causes Rights to become null and void) is made as provided in Section Sections 11 or Section and 13 hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment or describing such event, and a brief, brief reasonably detailed statement of the facts facts, computations and computations methodology accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or any event 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 1 contract
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 the amount of the adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment (including, without limitation, the record date for the adjustment), (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, Securities and Exchange Commission a copy of such certificate, certificate and (c) if such adjustment occurs at any time after the Distribution Date, 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 Common Shares) in accordance with Section 25 hereof. 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 1 contract
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 and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common Shares, Securities and Exchange Commission a copy of such certificate, certificate and (c) if such adjustment occurs at any time after the Distribution Date, 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 Common Shares) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained therein, 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 1 contract
Samples: Rights Agreement (Unocal Corp)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Common Shares, 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 Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 26 hereof. 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (StealthGas Inc.)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof13, the Company shall shall: (a) promptly prepare a certificate setting forth describing such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for giving rise to such adjustment, ; (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Shares and the Common SharesStock, a copy of such certificate, ; and (c) mail or make available by filing as an exhibit to a Current Report on Form 8-K or other filing with the Securities and Exchange Commission a brief summary thereof of such adjustment 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 SharesStock) in accordance with Section 25 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein contained and shall have no duty 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 1 contract
Samples: Rights Agreement (Kforce Inc)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section and 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and the new Purchase Price and/or other issuable security or other payment, and a brief, reasonably detailed 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 Shares or the Preferred Shares and the Common 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 Common Shares) in accordance with Section 25 hereof. 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 1 contract
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, reasonably detailed 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 Stock, Series A Preferred Shares Stock and the Common Shares, Series B Preferred 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 Common Shares) in accordance with Section 25 hereof (if so required under Section 25 hereof). 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 1 contract
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common Shares, 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 Shares) in accordance with Section 25 26 hereof. 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 1 contract
Samples: Rights Agreement (Hydril Co)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 1 contract
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, reasonably detailed statement of the facts facts, computations and computations accounting for methodology giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Shares and the Common Shares, Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 26 hereof. The Rights Agent Agent, which shall not be obligated or responsible for calculating any such adjustment, 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 1 contract
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereofand 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares or the Preferred Shares and the Common Shares, a copy of such certificate, certificate and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder record of a certificate representing Common Shares) Right Certificate in accordance with Section 25 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 contained. The Rights Agent 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 a certificate.
Appears in 1 contract
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 (a) promptly prepare a certificate setting forth such adjustment adjustment, the adjusted Purchase Price and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 hereof. 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 1 contract
Samples: Rights Agreement (Cerner Corp /Mo/)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section SECTION 11 or Section and SECTION 13 hereof, the Company shall shall: (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares and the Common Shares, a Shares 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 Common Shares) in accordance with Section SECTION 25 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment adjustments unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (Garmin LTD)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Company Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment Adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Common Ordinary 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 Common Ordinary Shares) in accordance with Section 25 26 hereof. 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (Sina Corp)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed detailed, statement of the facts and computations accounting for such adjustmentadjustment and the adjusted Purchase Price, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Shares Preference Stock and the Common Shares, 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 Common Shares) in accordance with Section 25 hereof26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and contained. The Rights Agent 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 1 contract
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares or the Preferred Shares and the Common Shares, a copy of such certificate, and (c) if such adjustment is made after the Distribution Date, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder record of a certificate representing Common Shares) Right Certificate in accordance with Section 25 hereof25. 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 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.
Appears in 1 contract
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereofany event affecting the Rights or their exercisability (including, without limitation, an event which causes the Rights to become null and void) the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment or describing such event, and a brief, reasonably detailed statement of the facts facts, computations and computations methodology accounting for such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Common Shares or the Preferred Shares and the Common 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 Common Shares) in accordance with Section 25 hereof. 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 to, and shall not be deemed to have knowledge of of, any such adjustment or any such event unless and until it shall have received such a certificate.
Appears in 1 contract
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts facts, computations and computations methodology accounting for such adjustment, (b) promptly file with the Rights Agent, and with each transfer agent for the Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (Perkinelmer Inc)
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, reasonably detailed statement of the facts facts, computations and computations accounting for methodology giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Shares and the Common Shares, Preferred Shares 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 Common Shares) in accordance with Section 25 26 hereof. 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 1 contract
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, a copy of such certificate, and (c) if a
16. 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment adjustments or statements therein contained and shall have no duty with respect to and shall not be deemed to have knowledge of any such adjustment or event unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Section 382 Rights Agreement (Pico Holdings Inc /New)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, a copy of such certificate, and (c) mail a brief summary sum xxxx 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 SharesStock) in accordance with Section 25 26 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares and the Common Shares, Series B Preferred Shares or Series C Preferred 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 Common Shares, Series B Preferred Shares or of Book Entry Shares) in accordance with Section 25 hereof25. 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 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 1 contract
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series A Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 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.
Appears in 1 contract
Samples: Stockholders Rights Agreement (Ctpartners Executive Search Inc.)
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, reasonably detailed statement of the facts facts, computations and computations accounting for methodology giving rise to such adjustment, (b) promptly file with the Rights Agent, Agent and with each transfer agent for the Preferred Common Shares and the Common Shares, Preferred Shares a copy of such certificate, certificate and (c) mail a brief summary thereof to each holder of a Rights Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 26 hereof. 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 1 contract
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 shall: (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series G Preferred Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
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 (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed 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 Shares Stock and the Common Shares, 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 SharesStock) in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and contained, shall have no duty with respect to 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 1 contract
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 and a brief, reasonably detailed 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 Shares or the Preferred Shares and the Common Shares, a copy of such certificate, certificate and (c) if such adjustment occurs at any time after the Distribution Date, 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 Common Shares) in accordance with Section 25 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (Osi Systems Inc)
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 (a) promptly prepare a certificate setting forth such adjustment adjustment, the adjusted Purchase Price and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 not be obligated or responsible for calculating any adjustment nor shall not it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (Speedus Com Inc)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares Stock and the Common SharesStock, 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 SharesStock) in accordance with Section 25 26 hereof. 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 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 a certificate.
Appears in 1 contract
Samples: Rights Agreement (National Surgery Centers Inc \De\)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed brief statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Shares and the Common SharesStock, 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 SharesStock) in accordance with Section 25 hereof. 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 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 1 contract
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Series A Preferred Shares Stock and the Common Shares, 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 Common Shares) in accordance with Section 25 26 hereof. 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 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.
Appears in 1 contract
Samples: Stockholders Rights Agreement (Marketaxess Holdings Inc)
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 (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed 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 Shares and the Common Ordinary 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 Common Ordinary Shares) in accordance with Section 25 26 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment adjust- ment or statement therein contained and shall have no duty or liability with respect to to, and shall not be deemed to have knowledge of of, any such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (Sina Corp)
Certificate of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11 or Section 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief, reasonably detailed statement of the facts and computations accounting for such adjustment, (b) promptly file with the Rights Agent, and with each the transfer agent for the Preferred Shares and the Common SharesStock, a copy of such certificate, and (c) if a Distribution Time has occurred, mail a brief summary thereof to each holder of a Rights Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing Common Shares) in accordance with Section 25 hereof27. 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 to, and shall not be deemed to have knowledge of any of, such adjustment unless and until it shall have received such a certificate.
Appears in 1 contract
Samples: Rights Agreement (Trecora Resources)
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 and a brief, reasonably detailed 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 Shares of the Company or the Preferred Shares and the Common Shares, a copy of such certificate, certificate and (c) if such adjustment occurs at any time after the Distribution Date, 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 Common Shares) in accordance with Section 25 hereof. 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 1 contract