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 Section 11, Section 13 or Section 23(c) hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11, Section 13 or Section 23(c) of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Forbes Energy Services Ltd.), Rights Agreement (Tx Energy Services, LLC)

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Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section 11, Section 13 or Section 23(c) hereof, the Company shall promptly (a) promptly prepare a certificate setting forth such adjustment, and a brief statement of the facts and computations and methodology accounting for such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Series A Junior Preferred Stock and the Common Stock a copy of such certificate certificate, and (c) mail a brief summary thereof to each holder of a Right Rights Certificate in accordance with Section 2626 hereof. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section 11, Section 13 or Section 23(c) of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (GigOptix, Inc.), Rights Agreement (GigOptix, Inc.)

Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11, Section 13 or Section 23(c) hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief brief, reasonably detailed statement of the facts accounting for and the computation of such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11, Section 13 or Section 23(c) of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment or statement therein contained and shall have no duty or liability with respect to, and shall not be deemed to have knowledge of of, any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Hornbeck Offshore Services Inc /La), Rights Agreement (Hornbeck Offshore Services Inc /La)

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Certification of Adjusted Purchase Price or Number of Shares. Whenever an adjustment is made as provided in Section Sections 11, Section 13 or Section 23(c) hereof, the Company shall promptly (a) prepare a certificate setting forth such adjustment, and a brief statement of the facts accounting for such adjustment, (b) file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate in accordance with Section 26. Notwithstanding the foregoing sentence, the failure of the Company to make such certification or give such notice shall not affect the validity of or the force or effect of the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11, Section 13 or Section 23(c) of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment. The Rights Agent shall be fully protected in relying on any such certificate and on any adjustment therein contained and shall not be deemed to have knowledge of any adjustment unless and until it shall have received such certificate.

Appears in 2 contracts

Samples: Rights Agreement (Consolidated Graphics Inc /Tx/), Rights Agreement (Consolidated Graphics Inc /Tx/)

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