Common use of Certification of Adjusted Purchase Price or Number of Shares Clause in Contracts

Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 or 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares or the shares of Common Stock a copy of such certificate. The Rights Agent shall be fully protected in relying on such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Young & Rubicam Inc), Rights Agreement (Young & Rubicam Inc)

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Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 or 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares or the shares of Stock and Common Stock Stock, a copy of such certificatecertificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 27. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained therein and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Norfolk Southern Corp), Rights Agreement (Norfolk Southern Corp)

Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 or 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares or the shares of Stock and Common Stock Stock, a copy of such certificatecertificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 26. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained therein and shall not be obligated or responsible for calculating any adjustment nor shall it be deemed to have knowledge of any such adjustment unless and until it shall have received such a certificate.

Appears in 2 contracts

Samples: Rights Agreement (Insmed Inc), Rights Agreement (City Holding Co)

Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections Section 11 or 13 hereof13, the Company shall (a) promptly prepare a certificate setting forth such adjustment adjustment, and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares or the shares of Stock and Common Stock Stock, a copy of such certificatecertificate and (c) if a Distribution Date has occurred, mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 27. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificatecontained.

Appears in 1 contract

Samples: Rights Agreement (Browning Ferris Industries Inc)

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Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 or 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares or the shares of Common Stock a copy of such certificatecertificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 25 hereof. The Rights Agent shall be fully protected in relying on such certificate and on any adjustment contained therein and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate.

Appears in 1 contract

Samples: Rights Agreement (Capital One Financial Corp)

Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Sections 11 or 13 hereof, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts and computations accounting for such adjustment, adjustment and (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Shares or the shares of Common Stock a copy of such certificate. The Rights Agent shall be fully protected in relying on any such certificate and on any the 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 certificate.

Appears in 1 contract

Samples: Rights Agreement (Carbo Ceramics Inc)

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