Common use of Countersignature and Registration Clause in Contracts

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 24 contracts

Samples: Rights Agreement (Viasys Healthcare Inc), Rights Agreement (Centene Corp), Rights Agreement (Centennial Technologies Inc)

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Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 22 contracts

Samples: Rights Agreement (Anheuser Busch Companies Inc), Rights Agreement (Corecomm LTD), Rights Agreement (Bristol Retail Solutions Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall may have affixed thereto the Company's seal or a facsimile thereof, which shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, who at the actual date of the such execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although even though such person was not such an officer at the date of the execution of this Rights Agreement any such person was not such an officerAgreement.

Appears in 19 contracts

Samples: Rights Agreement (Homebase Inc), Rights Agreement (Maxwell Shoe Co Inc), Rights Agreement (Jacobs Engineering Group Inc /De/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 17 contracts

Samples: Rights Agreement (SPS Technologies Inc), Rights Agreement (Neose Technologies Inc), Rights Agreement (Union Pacific Resources Group Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice PresidentAppropriate Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 13 contracts

Samples: Tax Benefits Preservation Plan (Cord Blood America, Inc.), Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan (Newcastle Investment Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice PresidentAuthorized Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Companyany other Authorized Officer, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 12 contracts

Samples: Section 382 Rights Agreement (THQ Inc), Section 382 Rights Agreement (Onvia Inc), Tax Asset Protection Plan (BioScrip, Inc.)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 12 contracts

Samples: Rights Agreement (BJS Wholesale Club Inc), Rights Agreement (Lifeline Holdings, Inc.), Rights Agreement (Boston Communications Group Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 11 contracts

Samples: Rights Agreement (Aqua America Inc), Rights Agreement (Aqua America Inc), Rights Agreement (Safeguard Scientifics Inc Et Al)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 9 contracts

Samples: Shareholder Rights Agreement (Ryans Restaurant Group Inc), Shareholder Rights Agreement (Delta Woodside Industries Inc /Sc/), Shareholder Rights Agreement (Delta Woodside Industries Inc /Sc/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 8 contracts

Samples: Rights Agreement (Nova Corp \Ga\), Rights Agreement Rights Agreement (Southern Electronics Corp), Rights Agreement (Cke Restaurants Inc)

Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company by its Chairman of the Board, President, any Vice President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Companyits Treasurer, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Rights CertificatesCertificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any . Any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at on the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 7 contracts

Samples: Rights Agreement (Saks Inc), Rights Agreement (Medimmune Inc /De), Rights Agreement (Medimmune Inc /De)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent Agent, manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 7 contracts

Samples: Rights Agreement (C3 Inc /Nc/), Rights Agreement (C3 Inc /Nc/), Rights Agreement (Nexmed Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned, either manually countersigned or by facsimile, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 7 contracts

Samples: Rights Agreement (Halozyme Therapeutics Inc), Rights Agreement (PDL Biopharma, Inc.), Rights Agreement (Mattson Technology Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 6 contracts

Samples: Rights Agreement (Kaneb Services LLC), Rights Agreement (Gibson Greetings Inc), Rights Agreement (Kaneb Services LLC)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which signature shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 6 contracts

Samples: Rights Agreement (RCM Technologies Inc), Rights Agreement (Contango Oil & Gas Co), Rights Agreement (Consol Energy Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 6 contracts

Samples: Rights Agreement (Perseptive Biosystems Inc), Rights Agreement (Marsh Supermarkets Inc), Rights Agreement (Cytyc Corp)

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the BoardBoard and Principal Executive Officer, President or any Vice PresidentPresident and the Principal Financial Officer, or the Secretary or an Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile portable document format signature. The Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent Agent, either manually or by facsimile or portable document format signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 6 contracts

Samples: Rights Agreement (Advaxis, Inc.), Rights Agreement (Adma Biologics, Inc.), Rights Agreement (Aptevo Therapeutics Inc.)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman the President of the Board, President or any Vice PresidentCompany, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement Plan any such person Person was not such an officer.

Appears in 5 contracts

Samples: Plan and Rights Agreement (Mathstar Inc), Tax Benefit Preservation Plan (Radian Group Inc), Tax Benefit Preservation Plan (Radian Group Inc)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually countersigned by the Rights Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates Right Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Rights CertificatesRight Certificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, at on the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 5 contracts

Samples: Rights Agreement (Dairy Mart Convenience Stores Inc), Agreement (United Stationers Inc), Corrected Version Agreement (Grand Union Co /De/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have has signed any of the Rights Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any . Any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be is a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 5 contracts

Samples: Rights Agreement (Foster L B Co), Rights Agreement (Frontier Airlines Inc /Co/), Rights Agreement (Mallon Resources Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall will be executed on behalf of the Company by its Chairman of the BoardChairman, its Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall will have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall will be manually countersigned by the Rights Agent and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be is a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 5 contracts

Samples: Rights Agreement (Air T Inc), Rights Agreement (AO Partners I, LP), Rights Agreement (Air T Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 5 contracts

Samples: Rights Agreement (Computer Sciences Corp), Rights Agreement (Old Kent Financial Corp /Mi/), Rights Agreement (Computer Sciences Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 5 contracts

Samples: Rights Agreement (Florida Rock Industries Inc), Rights Agreement (FRP Properties Inc), Rights Agreement (FRP Properties Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer and President, President Chief Financial Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 4 contracts

Samples: Stockholder Rights Agreement (Curagen Corp), Stockholder Rights Agreement (Alloy Inc), Stockholder Rights Agreement (Oxigene Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights CertificatesRight Certificates may, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Chubb Corp), Rights Agreement (Aetna U S Healthcare Inc), Rights Agreement (Chubb Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, a Vice-President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Coorstek Inc), Rights Agreement (Sunrise Assisted Living Inc), Rights Agreement (Ciena Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Net Perceptions Inc), Rights Agreement (New Frontier Media Inc /Co/), Rights Agreement (McData Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, Board or President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Cybercash Inc), Shareholder Rights Agreement (Startec Global Communications Corp), Rights Agreement (First Coastal Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its the Chairman of the Boardits Board of Directors, its President or any Vice President, either manually or by facsimile signature, signature and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance issue and delivery by the Company, such the Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such the Rights Certificates had not ceased to be such an officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such the Rights Certificate, shall be a proper is an officer of the Company to sign such Rights CertificateCompany, although at even if on the date of the execution of this Rights Agreement any such that person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Alternative Resources Corp), Rights Agreement (Commonwealth Energy Corp), Rights Agreement (Valassis Communications Inc)

Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company Corporation by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof, thereof which shall be attested to by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be manually countersigned by the Rights Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates Certificate shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery of the certificate by the CompanyCorporation, such Rights CertificatesCertificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Corporation. Any Rights Certificates Certificate may be signed on behalf of the Company Corporation by any person who, at on the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company Corporation to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Calton Inc), Rights Agreement (Mediaone Group Inc), Rights Agreement (Calton Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President President, Chief Executive Officer or any Vice President, either manually or by facsimile signature, signature and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; Company and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Coachmen Industries Inc), Rights Agreement (Coachmen Industries Inc), Rights Agreement (Coachmen Industries Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Staples Inc), Rights Agreement (Thermo Electron Corp), Rights Agreement (Thermo Electron Corp)

Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be manually countersigned by the Rights Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Rights CertificatesCertificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any . Any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at on the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Lca Corp), Rights Agreement (Moore Medical Corp), Rights Agreement (Moore Medical Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard and President, President or any Vice PresidentPresident of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Videolan Technologies Inc /De/), Rights Agreement (Mid America Bancorp/Ky/), Rights Agreement (Mid America Bancorp/Ky/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman or Vice Chairman of the Board, its President or any Vice President, and by its Treasurer or Assistant Treasurer, its Secretary or Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal (if any) or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Borland Software Corp), Rights Agreement (Western Gas Resources Inc), Rights Agreement (Park Electrochemical Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and or issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Internet Security Systems Inc/Ga), Rights Agreement (Concurrent Computer Corp/De), Rights Agreement (Internet Security Systems Inc/Ga)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall may have affixed thereto the Company's ’s seal or a facsimile thereof, which shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, who at the actual date of the such execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although even though such person was not such an officer at the date of the execution of this Rights Agreement any such person was not such an officerAgreement.

Appears in 3 contracts

Samples: Rights Agreement (City National Corp), Rights Agreement (Spark Networks Inc), Rights Agreement (Chromavision Medical Systems Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Marcam Solutions Inc), Rights Agreement (Marcam Solutions Inc), Rights Agreement (Marcam Solutions Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Rural Metro Corp /De/), Rights Agreement (Prolong International Corp), Rights Agreement (Furmanite Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (American Precision Industries Inc), Rights Agreement (Columbus McKinnon Corp), Rights Agreement (American Precision Industries Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, President its Chief Financial Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, if any, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Fargo Electronics Inc), Rights Agreement (Fargo Electronics Inc), Rights Agreement (Optical Sensors Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall may have affixed thereto the Company's seal or a facsimile thereof, which shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, Person who at the actual date of the such execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although even though such person was not such an officer at the date of the execution of this Rights Agreement any such person was not such an officerAgreement.

Appears in 3 contracts

Samples: Rights Agreement (CalAmp Corp.), Rights Agreement (California Amplifier Inc), Rights Agreement (California Amplifier Inc)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually countersigned by the Rights Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates Right Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Rights CertificatesRight Certificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates Right Certificate had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, at on the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Iparty Corp), Rights Agreement (Iparty Corp), Rights Agreement (Iparty Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually countersigned or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Unicom Corp), Rights Agreement (American Shared Hospital Services), Rights Agreement (Sportsmans Guide Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer and President, President Chief Financial Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (Coley Pharmaceutical Group, Inc.), Stockholder Rights Agreement (dELiAs, Inc.)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company Company, manually or by its facsimile, by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, either manually or by facsimile signature, the Chief Financial Officer and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested also by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Bairnco Corp /De/), Rights Agreement (Domtar CORP), Rights Agreement (Syniverse Holdings Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President its Chief Executive Officer, its President, any of its Vice Presidents or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned, either manually countersigned or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person individual who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person individual who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person individual was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (United Insurance Holdings Corp.), Rights Agreement (HCI Group, Inc.)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.Rights

Appears in 2 contracts

Samples: Rights Agreement (Analog Devices Inc), Rights Agreement (Analog Devices Inc)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company Corporation by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually countersigned by the Rights Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates Right Certificate shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery of the certificate by the CompanyCorporation, such Rights CertificatesRight Certificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Corporation. Any Right Certificate may be signed on behalf of the Company Corporation by any person who, at on the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company Corporation to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Cosi Inc), Rights Agreement (Cosi Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Hybridon Inc), Rights Agreement (Hybridon Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Shared Medical Systems Corp), Rights Agreement (Shared Medical Systems Corp)

Countersignature and Registration. (a) The Rights Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer or any Vice PresidentChief Financial Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Warrant Certificates shall be manually countersigned by the Rights Warrant Agent either manually or facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Warrant Certificates shall cease to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Rights Warrant Certificates, nevertheless, may be countersigned by the Rights Agent and Warrant Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates Warrant Certificate had not ceased to be such officer of the Company; and any Rights Certificates Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Warrant Certificate, shall be a proper officer of the Company to sign such Rights Warrant Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Warrant Agreement (Seattle Genetics Inc /Wa), Warrant Agreement (Immunomedics Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company Corporation by its Chairman of the BoardChief Executive Officer, President, any Vice President or any Vice PresidentTreasurer, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the CompanyCorporation; and any Rights Certificates may be signed on behalf of the Company Corporation by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company Corporation to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Investors Title Co), Rights Agreement (Investors Title Co)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually countersigned by the Rights Agent Agent, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Champion International Corp), Rights Agreement (Mead Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, Chief Executive Officer, President, any Vice President or any Vice PresidentSecretary, either manually or by facsimile or electronic signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which . The Right Certificates shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually or electronically countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution signing of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Shareholder Rights Agreement, Shareholder Rights Agreement (Cel Sci Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by any of its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall may have affixed thereto the Company's seal or a facsimile thereof, which shall be thereof attested to by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such an officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be who is a proper officer of the Company to sign such Rights CertificateRight Certificate as of the actual date of such execution, although even though such person was not a proper officer at the date of the execution of this Rights Agreement any such person was not such an officerAgreement.

Appears in 2 contracts

Samples: Rights Agreement (Aremissoft Corp /De/), Rights Agreement (Compex Technologies Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, signature and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned counter-signed by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; Company and any Rights Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Kellwood Co), Rights Agreement (Castle a M & Co)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company Corporation by its Chairman of the BoardChief Executive Officer, President, any Vice President or any Vice PresidentTreasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's Corporation’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the CompanyCorporation; and any Rights Certificates may be signed on behalf of the Company Corporation by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company Corporation to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Investors Title Co), Rights Agreement (Investors Title Co)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary Clerk or an Assistant Secretary Clerk of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Genzyme Corp), Rights Agreement (Genzyme Corp)

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Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer, President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be thereof attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has signed any of the Rights Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued Agent, issued, and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights CertificateRight Certificate is signed, shall be is a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Nordson Corp), Rights Agreement (Nordson Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President President, Chief Financial Officer, or any Vice PresidentPresident of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which thereof that shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any If an officer of the Company who shall have signed signs any of the Rights Certificates shall cease and then ceases to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Certificates nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such an officer of the Company; and any . Any Rights Certificates may be signed on behalf of the Company by any person who, who is a proper officer of the Company to sign such Rights Certificate at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Jabil Circuit Inc), Rights Agreement (Jabil Circuit Inc)

Countersignature and Registration. (a) The Rights Right --------------------------------- Certificates shall be executed on behalf of the Company manually or by its facsimile signature by the Chairman of the Board, the President or any Vice President, either manually or by facsimile signature, President and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature counter-signature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Guarantee Life Companies Inc), Rights Agreement (Guarantee Life Companies Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually manually, or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent Agent, manually, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Barry R G Corp /Oh/), Rights Agreement (Barry R G Corp /Oh/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, Certificate shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Forgent Networks Inc), Rights Agreement (Forgent Networks Inc)

Countersignature and Registration. (a) The Rights Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer or any Vice PresidentChief Financial Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Warrant Certificates shall be manually countersigned by the Rights Warrant Agent either manually or facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Warrant Certificates shall cease to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Rights Warrant Certificates, nevertheless, may be countersigned by the Rights Agent and Warrant Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates Warrant Certificate had not ceased to be such officer of the Company; and any Rights Certificates Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Warrant Certificate, shall be a proper officer of the Company to sign such Rights Warrant Certificate, although at the date of the execution of this Rights Warrant Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Warrant Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardPresident, President Chief Financial Officer, Chief Investment Officer or any Executive or Senior Vice President, President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Colonial Properties Trust), Rights Agreement (Colonial Properties Trust)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, the President of the Company, or any Executive Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Hubbell Inc), Rights Agreement (Hubbell Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer, President, or any Executive Vice President, President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Old Guard Group Inc), Rights Agreement (Usbancorp Inc /Pa/)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall may have affixed thereto the Company's ’s seal or a facsimile thereof, which shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, who at the actual date of the such execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although even though such person was not such an officer at the date of the execution of this Rights Agreement any such person was not such an officerAgreement.

Appears in 2 contracts

Samples: Rights Agreement (Ameron International Corp), Rights Agreement (CSK Auto Corp)

Countersignature and Registration. (a1) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President, any Executive Vice President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Standex International Corp/De/), Rights Agreement (Standex International Corp/De/)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed or attested any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed or attested such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed or attested on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign or attest such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Ogden Corp), Rights Agreement (Carbo Ceramics Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Dover Downs Gaming & Entertainment Inc), Rights Agreement (Dover Downs Gaming & Entertainment Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (State Financial Services Corp), Rights Agreement (State Financial Services Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company manually or by its facsimile signature by the Chairman of the Board, President the Chief Executive Officer or any Vice President, either manually or by facsimile signature, President and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary, the Acting Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (WABCO Holdings Inc.), Rights Agreement (WABCO Holdings Inc.)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President or any Vice PresidentPresident thereunto duly authorized, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Certificates nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Maxxam Inc), Rights Agreement (Maxxam Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.Rights

Appears in 2 contracts

Samples: Rights Agreement (Miix Group Inc), Rights Agreement (Miix Group Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer, President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be thereof attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has signed any of the Rights Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued Agent, issued, and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights CertificateRight Certificate is signed, shall be is a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Nordson Corp), Rights Agreement (Nordson Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, Vice-President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Cordis Corp), Rights Agreement (Cordis Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman Chairman, Chief Executive Officer, President, any of the Boardits Vice Presidents, President or any Vice PresidentTreasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.Company

Appears in 2 contracts

Samples: Rights Agreement (Birmingham Steel Corp), Rights Agreement (Birmingham Steel Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President its President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Bergen Brunswig Corp), Rights Agreement (Bergen Brunswig Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, a Vice-President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Northwest Pipe Co), Rights Agreement (Claremont Technology Group Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company manually or by its Chairman facsimile signature by the Chair man of the Board, the President or any Vice President, either manually or by facsimile signature, President and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Companyany As sistant Secretary, either manually or by facsimile signaturesigna ture. The Rights Right Certificates shall be manually countersigned by the Rights Agent manually and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature counter signature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Owens Corning), Rights Agreement (Owens Corning)

Countersignature and Registration. (a) 5.1 The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President its President, or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In countersigned in case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Keller Manufacturing Co), Rights Agreement (Keller Manufacturing Co)

Countersignature and Registration. (a) 5.1. The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Penn National Gaming Inc), Rights Agreement (Penn National Gaming Inc)

Countersignature and Registration. (a) The Rights Warrant Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, President Chief Financial Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which . The Warrant Certificates shall be attested countersigned by the Secretary or an Assistant Secretary of the Company, Warrant Agent either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Warrant Certificates shall cease to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Rights Warrant Certificates, nevertheless, may be countersigned by the Rights Agent and Warrant Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates Warrant Certificate had not ceased to be such officer of the Company; and any Rights Certificates Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Warrant Certificate, shall be a proper officer of the Company to sign such Rights Warrant Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Warrant Agency Agreement (Air T Funding), Warrant Agency Agreement (Air T Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (North Pittsburgh Systems Inc), Rights Agreement (North Pittsburgh Systems Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman Chairman, Chief Executive Officer, President, any of the Boardits Vice Presidents, President or any Vice PresidentTreasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Citation Corp /Al/), Rights Agreement (Citation Corp /Al/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President and Chief Executive Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Omniquip International Inc), Rights Agreement (Dt Industries Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Certificates nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Energen Corp), Rights Agreement (Southtrust Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Safety Kleen Corp/), Rights Agreement (Safety Kleen Corp/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Z Tel Technologies Inc), Rights Agreement (Z Tel Technologies Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or any Vice President, either manually or by facsimile fac simile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature counter signature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person persons who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Cutco Industries Inc), Rights Agreement (Cutco Industries Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President its President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has signed any of the Rights Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Nci Building Systems Inc), Rights Agreement (Nci Building Systems Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary Secretary, or an Assistant Secretary Secretary, of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (National Rv Holdings Inc), Rights Agreement (Willamette Industries Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Board of Directors or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 1 contract

Samples: Shareholder Rights Agreement (Lamar Capital Corp)

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Cke Restaurants Inc)

Countersignature and Registration. (a) 5.1 The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, President or its President, any Vice President, or its Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates Right Certificate had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Cilcorp Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned, either manually countersigned or by facsimile, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.Right

Appears in 1 contract

Samples: Rights Agreement (Jda Software Group Inc)

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