Common use of Certificate of Adjustment Clause in Contracts

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed statement of the facts, computation, methodology and accounting for such adjustment, (ii) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, and (iii) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25. 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 event, unless and until it shall have received such certificate.

Appears in 5 contracts

Samples: Rights Agreement (HRG Group, Inc.), Rights Agreement (Spectrum Brands Holdings, Inc.), Rights Agreement (Avis Budget Group, Inc.)

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Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 5 contracts

Samples: Rights Agreement (TXCO Resources Inc), Rights Agreement (Avant Corp), Rights Agreement (Kinder Morgan Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Cryo Cell International Inc), Rights Agreement (Cryo Cell International Inc), Rights Agreement (Quintana Maritime LTD)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustmentadjustment and computations, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 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 with respect to 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 event, adjustment unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Digital Recorders Inc), Rights Agreement (American Home Products Corp), Rights Agreement (American Home Products Corp)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections Section 11 and 13or 13 hereof, the Company shall (a) promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) in accordance with Section 2526 hereof. 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 it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 4 contracts

Samples: Rights Agreement (Tri Valley Corp), Rights Agreement (Tri Valley Corp), Rights Agreement (Cliffs Drilling Co)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (ii) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, and (iii) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25. 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 eventadjustment, unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Affinity Gaming), Rights Agreement (Prestige Brands Holdings, Inc.), Rights Agreement (McCormick & Schmicks Seafood Restaurants Inc.)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections Section 11 and 13or 13 hereof, the Company shall (a) promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed brief statement of the facts, computation, methodology facts and computations accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iii) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) in accordance with Section 2526 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 with respect to 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 event, adjustments unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Dawson Geophysical Co), Rights Agreement (Dawson Geophysical Co), Rights Agreement (Dawson Geophysical Co)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13or 13 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts, computation, computations and methodology and accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Shares or the Preferred Common Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained contained, and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent it be deemed to have a duty with respect to nor knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Rights Agreement (Expressjet Holdings Inc), Rights Agreement (Expressjet Holdings Inc), Rights Agreement (Expressjet Holdings Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall promptly (ia) prepare a certificate setting forth such adjustment and a reasonably detailed statement of the facts, computation, methodology and accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25. 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 event, unless and until it shall have received such certificate.

Appears in 3 contracts

Samples: Section 382 Rights Agreement (Merrimack Pharmaceuticals Inc), Section 382 Rights Agreement (Mitek Systems Inc), Rights Agreement (Inseego Corp.)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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 it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Viasoft Inc /De/), Rights Agreement (Viasoft Inc /De/)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Shares or the Preferred Common Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained contained, and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Continental Airlines Inc /De/), Rights Agreement (Continental Airlines Inc /De/)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections Section 11 and 13Section 13 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares Stock a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Smith Micro Software Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained contained, and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Clarify Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections Section 11 and 13or 13 hereof, the Company shall (a) promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) in accordance with Section 2526 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, adjustment unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Rights Agreement (Titan Exploration Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections Section 11 and 13Section 13 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Bioclinica Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections Section 11 and 13or 12, the Company shall (a) promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed brief statement of the facts, computation, methodology facts and computations accounting for such adjustment, adjustment (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) in accordance with Section 25. 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 obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have knowledge of such an adjustment or any such event, adjustment unless and until it shall have received such certificateCertificate.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Systems & Computer Technology Corp)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13or 13 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed detailed, statement of the facts, computation, methodology facts and computations accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Stratos Lightwave Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections Section 11 and 13or 12, the Company shall (a) promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) in accordance with Section 25. 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 it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Edison International)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts, computation, methodology facts and computations accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Loral Space & Communications Inc.)

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Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (iA) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iiB) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiiC) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Remedy Corp)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Entegris Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (KPMG Consulting Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13, the Company shall promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed statement of the facts, computation, methodology and accounting for such adjustment, (ii) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, and (iii) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25. 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 eventadjustment, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Avis Budget Group, Inc.)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections Section 11 and 13or 12, the Company shall (a) promptly (i) prepare a certificate setting forth such adjustment and a reasonably detailed brief statement of the facts, computation, methodology facts and computations accounting for such adjustment, adjustment (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) in accordance with Section 25. The Notwithstanding any other provision of this Rights Agreement, 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 obligated or responsible for calculating any adjustment, nor shall the Rights Agent be deemed to have knowledge of such an of, any adjustment or any such event, event unless and until it shall have received such a certificate.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Sanchez Computer Associates Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 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 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 event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Methode Electronics Inc)

Certificate of Adjustment. Whenever an adjustment is ------------------------- made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Red Brick Systems Inc)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 13or 13 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts, computation, computations and methodology and accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Preferred Shares or the Preferred Common Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained contained, and shall not be obligated or responsible for calculating any adjustment, nor shall the Rights Agent it be deemed to have a duty with respect to nor knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Continental Airlines Inc /De/)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts, computation, methodology facts and computations accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each registered holder of a Right Certificate in accordance with Section 2525 hereof. 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 or have any liability with respect to calculating any adjustment, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Allied Gaming & Entertainment Inc.)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a brief, reasonably detailed statement of the facts, computation, methodology facts and computations accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, certificate and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2525 hereof. 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 or have any liability with respect to calculating any adjustment, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (MEI Pharma, Inc.)

Certificate of Adjustment. Whenever an adjustment is made as provided in Sections 11 and 1313 hereof, the Company shall promptly (ia) prepare a certificate setting forth such adjustment adjustment, and a reasonably detailed brief statement of the facts, computation, methodology and facts accounting for such adjustment, (iib) promptly file with the Rights Agent and with each transfer agent for the Common Shares or the Preferred Shares a copy of such certificate, and (iiic) if such adjustment occurs following a Distribution Date, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 2526 hereof. 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, adjustment nor shall the Rights Agent it be deemed to have knowledge of such an adjustment or any such event, unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Nn Inc)

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