Common use of Certificates as to Facts or Matters Clause in Contracts

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of the current per share market price of any security) be proved or established by the Company prior to taking or suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the President, the Chief Operating Officer, any Executive Vice President, any Senior Vice President, the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Plan in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, including without limitation, the identity of any an Acquiring Person and the determination of the current per share market price of any security) be proved or established by the Company prior to taking or taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Financial Officer, any Executive Vice President, any Senior Vice President, the Secretary, any Assistant SecretaryTreasurer, the Treasurer Secretary or any Assistant Treasurer or Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Plan Agreement in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, including the identity of any Acquiring Person and the determination of the current per share market price of any securityprice) be proved or established by the Company prior to taking or taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chief Executive Officer, the Chief Financial Officer, the President, any Vice-President, the Chief Operating Officer, any Executive Vice President, any Senior Vice President, the SecretaryTreasurer, any Assistant SecretaryTreasurer, the Treasurer Secretary or any Assistant Treasurer Secretary or any other authorized officer of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent Agent, and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken in the absence of bad faith by it under the provisions of this Plan in reliance upon such certificate. The Rights Agent shall have no duty to act without such certificate as set forth in this Section 20.2.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any an Acquiring Person and the determination of the current per share market price of any securityPerson) be proved or established by the Company prior to taking or taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Financial Officer, any Executive Vice President, any Senior Vice President, the Secretary, any Assistant SecretaryTreasurer, the Treasurer Secretary or any Assistant Treasurer or Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Plan Agreement in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, including without limitation, the identity of any an Acquiring Person and the determination of the current per share market price of any security) be proved or established by the Company prior to taking or taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Financial Officer, any Executive Vice President, any Senior Vice PresidentPresident (regardless of designation), the Secretary, any Assistant Secretary, the Treasurer Secretary or any Assistant Treasurer Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Plan Agreement in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any an Acquiring Person and the determination of the current per share market price of any security) be proved or established by the Company prior to taking or suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Financial Officer, any Executive Vice President, any Senior Vice President, the Secretary, any Assistant SecretaryTreasurer, the Treasurer Secretary or any Assistant Treasurer or Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it it, in the absence of bad faith, under the provisions of this Plan Agreement in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any an Acquiring Person and the determination of the current per share market price of any security) be proved or established by the Company prior to taking or taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Financial Officer, any Executive Vice President, any Senior Vice President, the Secretary, any Assistant SecretaryTreasurer, the Treasurer Secretary or any Assistant Treasurer or Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Plan Agreement in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter (including, including without limitation, the identity of any an Acquiring Person and the determination of the current per share market price of any security) be proved or established by the Company prior to taking or taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence representation in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the PresidentChairman of the Board of Directors, the Chief Operating Executive Officer, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, the Secretary, any Assistant SecretaryTreasurer, the Treasurer Secretary or any Assistant Treasurer or Assistant Secretary of the Company and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent Agent, and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Plan Agreement in reliance upon such certificate.