Common use of Certification of Adjustments Clause in Contracts

Certification of Adjustments. Whenever an adjustment is made as provided in Section 11 or 13, 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 Stock 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 no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section 11 or 13 shall be effective as of the date of the event giving rise to such adjustment.

Appears in 12 contracts

Samples: Rights Agreement (Startech Environmental Corp), Rights Agreement (Atmi Inc), Rights Agreement (3-D Geophysical Inc)

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Certification of Adjustments. Whenever an adjustment is made as provided in Section Sections 11 or and 13, 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 Stock stock then purchasable with the Rights a copy of such certificate, certificate and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment.

Appears in 4 contracts

Samples: Rights Agreement (Wesley Jessen Visioncare Inc), Rights Agreement (Davel Communications Inc), Rights Agreement (Whirlpool Corp /De/)

Certification of Adjustments. Whenever an adjustment is made as provided in Section Sections 11 or and 13, 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 Stock 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 no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment.

Appears in 4 contracts

Samples: Rights Agreement (First Brands Corp), Rights Agreement (Office Depot Inc), Rights Agreement (Arbor Health Care Co /De/)

Certification of Adjustments. Whenever an adjustment ---------------------------- is made as provided in Section Sections 11 or and 13, 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 Stock a copy of such certificate, certificate and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment.

Appears in 2 contracts

Samples: Rights Agreement (Cable Design Technologies Corp), Rights Agreement (Aksys LTD)

Certification of Adjustments. Whenever an adjustment is made as provided in Section Sections 11 or and 13, 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 Stock a copy of such certificate, certificate and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Certificate (or, if no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 252. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment.

Appears in 2 contracts

Samples: Rights Agreement (King Pharmaceuticals Inc), Rights Agreement (King Pharmaceuticals Inc)

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Certification of Adjustments. Whenever an adjustment is made as provided in Section Sections 11 or and 13, the Company shall (a) promptly prepare a certificate setting forth such adjustment and a brief statement of the facts accounting for giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Common Stock or Preferred Stock a copy of such certificate, certificate and (c) mail or cause the Rights Agent to mail a brief summary thereof to each holder of a Rights Right Certificate (or, if no Rights Certificates have been issuedprior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 2526. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 and on any adjustment therein contained. Any adjustment to be made pursuant to Section Sections 11 or and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment.

Appears in 2 contracts

Samples: Rights Agreement (Healthcare Recoveries Inc), Rights Agreement (Resource Bancshares Mortgage Group Inc)

Certification of Adjustments. Whenever an adjustment is ---------------------------- made as provided in Section Sections 11 or and 13, 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 Stock 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 no Rights Certificates have been issued, to each holder of a certificate representing shares of Common Stock) in accordance with Section 25. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. Any adjustment to be made pursuant to Section Sections 11 or and 13 of this Agreement shall be effective as of the date of the event giving rise to such adjustment.

Appears in 1 contract

Samples: Rights Agreement (Celestial Seasonings Inc)

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