Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature. (b) If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. (c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands. (d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized. (e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 5 contracts
Sources: Warrant Agreement (Alion Science & Technology Corp), Warrant Agreement (Alion - BMH CORP), Warrant Agreement (Washington Consulting, Inc.)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Warrantholders thereof to purchase in the aggregate such number of shares of Common Stock as shall be set forth on such Warrant Certificates (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that and an Opinion of Counsel of the Company containing such representations and opinions as it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 5 contracts
Sources: Warrant Agreement, Warrant Agreement (Horizon Lines, Inc.), Warrant Agreement (Horizon Lines, Inc.)
Execution and Countersignature. (a) Two With respect to any ------------------------------ Global Warrant to be issued hereunder, one Officer shall sign, and the Company's Secretary or any of its Assistant Secretaries shall attest, such Global Warrant. The Warrant Agent, upon the written order of the Company signed by an Officer, shall countersign any Global Warrant certificate by manual or facsimile signature, and such Global Warrant shall be deposited in accordance with Section 2.2(b) hereof.
(2b) Officers With respect to all other Warrants, an Officer shall sign sign, and the Company's Secretary or any of its Assistant Secretaries shall attest, the Warrant Certificates for the Company by manual or facsimile signature. The Warrant Agent shall countersign and deliver the Warrant Certificates for original issue, in each case upon a written order of the Company signed by an Officer of the Company. Such order shall specify (in addition to the number of Warrants) the date on which the original issue of Warrants is to be countersigned.
(bc) If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant shall not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(cd) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 4 contracts
Sources: Warrant Agreement (Golden State Bancorp Inc), Warrant Agreement (Golden State Bancorp Inc), Warrant Agreement (Golden State Bancorp Inc)
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned countersigned, and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 3 contracts
Sources: Warrant Agreement (Nuverra Environmental Solutions, Inc.), Warrant Agreement (Nuverra Environmental Solutions, Inc.), Warrant Agreement (Nuverra Environmental Solutions, Inc.)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the each Warrant Certificates Certificate for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to . Upon receipt of a written order of the Company signed by at least one Officer of the Company (and, with respect to countersign the Warrant Certificates. Unless limited Warrants issued by the terms of such appointmentCompany after the date hereof, such agent may countersign Warrant Certificates whenever all other necessary information and documents, including if requested by the Warrant Agent may do soan Officer’s Certificate and an Opinion of Counsel of the Company) the Warrant Agent shall countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Warrantholders thereof to purchase in the aggregate such number of shares of Common Stock as shall be set forth on such Warrant Certificates (subject to adjustment as provided in such Warrant Certificates). Each reference in Warrantholder shall be bound by all of the terms and provisions of this Agreement (a copy of which is available on request to the Secretary of the Company) and any amendments thereto and the Warrant Certificate, in each case, as fully and effectively as if such Warrantholder had signed the same. Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall shall, upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign for original issue Company, countersign, by either manual or facsimile signature, a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 3 contracts
Sources: Warrant Agreement (Tidewater Inc), Warrant Agreement (Tidewater Inc), Warrant Agreement (Gulfmark Offshore Inc)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Warrantholders thereof to purchase in the aggregate such number of shares of Common Stock as shall be set forth on such Warrant Certificates (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive provided with an Officers’ Certificate that and an Opinion of Counsel of the Company containing such representations and opinions as it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Horizon Lines, Inc.), Warrant Agreement (Horizon Lines, Inc.)
Execution and Countersignature. (a) Two With respect to any ------------------------------ Global Warrant to be issued hereunder, one Officer shall sign, and the Company's Secretary or any of its Assistant Secretaries shall attest, such Global Warrant. The Warrant Agent, upon the written order of the Company signed by an Officer, shall countersign any Global Warrant certificate by manual or facsimile signature, and such Global Warrant shall be deposited in accordance with Section 2.2 hereof.
(2b) Officers With respect to all other Warrants, an Officer shall sign sign, and the Company's Secretary or any of its Assistant Secretaries shall attest, the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant shall not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement. The Warrant Agent shall countersign and deliver the Warrants Certificates for original issue, in each case upon a written order of the Company signed by an Officer of the Company. Such order shall specify (in addition to the number of Warrants) the date on which the original issue of Warrants is to be countersigned.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement (Golden State Bancorp Inc), Warrant Agreement (Golden State Bancorp Inc)
Execution and Countersignature. (a) Two (2) Officers An Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demandsdemands and have the same rights, privileges and immunities of the Warrant Agent hereunder.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company (an “Authentication Order”) manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Sunnova Energy International Inc.), Fourth Supplemental Indenture (Sunnova Energy International Inc.)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 11,479,592 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request and an Opinion of Counsel of the Company in connection with such countersignature of WarrantsWarrants to the effect that issuance and execution of such Warrants is authorized or permitted by this Agreement. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement, Warrant Agreement (Comerica Inc /New/)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 255,033,142 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 2 contracts
Sources: Warrant Agreement, Warrant Agreement (Citigroup Inc)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile electronic signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, Certificate and the Warrants Initial Warrant evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or electronic signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than 30,000,000 shares of Class A Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number amount of Warrants the Initial Warrant to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number amount of Warrants the Initial Warrant then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by an Officer of the Company countersign, either by manual or electronic signature, for issue the amount of the Initial Warrant specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate to the effect that issuance and execution of such Initial Warrant is authorized or permitted by this Agreement in connection with such countersignature of the Initial Warrant. The Warrants Initial Warrant evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates Certificate for the Company by manual or facsimile signature.
(b) . The Company's seal shall be impressed, affixed, imprinted or reproduced on the Warrant Certificate and may be in facsimile form. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Warrant Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers or by an Officer and either an Assistant Secretary or an Assistant Treasurer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, provided that the Warrant Agent shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 2,615,557 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 200,000,000 Warrant Shares upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 11,891,280 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile electronic signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, Certificate and the Term Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or electronic signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than 84,000,000 shares of Class A Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number of Term Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Term Warrants then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by an Officer of the Company countersign, either by manual or electronic signature, for issue the number of Term Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate to the effect that issuance and execution of such Term Warrants is authorized or permitted by this Agreement in connection with such countersignature of the Term Warrants. The Term Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Central European Media Enterprises N.V.)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile electronic signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, Certificate and the Initial Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or electronic signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than 30,000,000 shares of Class A Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number of Initial Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Initial Warrants then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by an Officer of the Company countersign, either by manual or electronic signature, issue the number of Initial Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate to the effect that issuance and execution of such Initial Warrants are authorized or permitted by this Agreement in connection with such countersignature of the Initial Warrants. The Initial Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Central European Media Enterprises LTD)
Execution and Countersignature. (a) Two With respect to any Global Warrant to be issued hereunder, one Officer will sign, and the Secretary or any Assistant Secretary will attest, such Global Warrant. The Warrant Agent, upon the written instruction of the Company signed by an Officer, will countersign any Global Warrant certificate by manual or facsimile signature, and such Global Warrant will be registered in accordance with Section 2.2(b) hereof.
(2b) Officers shall sign With respect to all other Warrants, an Officer will sign, and the Company's Secretary or any of its Assistant Secretaries will attest, the Warrant Certificates for the Company by manual or facsimile signature. The Warrant Agent will countersign and deliver the Warrant Certificates for original issue, in each case upon a written instruction of the Company signed by an Officer of the Company. Such instruction will specify (in addition to the number of Warrants) the date on which the original issue of Warrants is to be countersigned.
(bc) If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall will be valid nevertheless. A Warrant will not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature will be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(cd) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c. The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than the total number of Warrant Shares purchasable for the total number of Settlement Warrants, calculated as set forth in paragraph 4(b) of the Settlement Agreement, upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original register on the Certificate Register (as defined in Section 2.03) or issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such registration or countersignature of Warrants. Such order shall specify the number of Warrants to be registered on the Certificate Register or evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be registered or countersigned and the number of Warrants then authorized.
(e) . The Warrants (whether or not evidenced by a Warrant Certificate Certificate) shall not be valid until an authorized signatory of registered on the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this AgreementRegister.
Appears in 1 contract
Sources: Warrant Agreement (Raytheon Co/)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than [ ] shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 2,532,542 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 758,086 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to countersignature by Warrant Certificate shall be dated the Warrant Agent includes countersignature by such agentdate of its countersignature. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Texas Capital Bancshares Inc/Tx)
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 5,555,560 Warrant Shares upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, provided that the Warrant Agent shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Intersil Corp)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 465,117 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request and an Opinion of Counsel of the Company in connection with such countersignature of WarrantsWarrants to the effect that issuance and execution of such Warrants is authorized or permitted by this Agreement. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than 88,401,697 shares of Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by an Officer of the Company countersign, either by manual or facsimile signature, for issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company to the effect that issuance and execution of such Warrants is authorized or permitted by this Agreement in connection with such countersignature of Warrants. The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile electronic signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Unit Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or electronic signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than 59,895,528 shares of Class A Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number of Unit Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Unit Warrants then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by an Officer of the Company countersign, either by manual or electronic signature, for issue a Warrant Certificate evidencing the number of Unit Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company to the effect that issuance and execution of such Unit Warrants are authorized or permitted by this Agreement in connection with such countersignature of Unit Warrants. A Global Warrant shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Unit Warrants evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof or the Global Warrant is replaced by another Global Warrant in accordance with the terms and provisions of this Agreement. The Unit Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Central European Media Enterprises LTD)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 5,789,909 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 210,084,034 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Citigroup Inc)
Execution and Countersignature. (a) Two (2) [Two] Officers shall ------------------------------- sign the Warrant Certificates Certificate for the Company by manual or facsimile signature.
(b) . The Company's seal shall be impressed, affixed, imprinted or reproduced on the Warrant Certificate and may be in facsimile form. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Warrant Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) __ Officers or by an Officer and either an Assistant Secretary or an Assistant Treasurer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, provided that the Warrant Agent shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above Trustee manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Chirex Inc)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 1,707,456 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to countersignature by Warrant Certificate shall be dated the Warrant Agent includes countersignature by such agentdate of its countersignature. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two With respect to the Warrants to be issued on the Closing Date (2) Officers the Company shall sign promptly notify the Warrant Agent of such date and until then, the Warrant Agent shall not be deemed to have knowledge of such date), one or more Warrant Certificates for as specified by the Administrative Agent representing the Warrants shall be executed in blank on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal which may be impressed, affixed, imprinted or reproduced on such Warrant Certificates or may be in facsimile form. The Warrant Agent is hereby instructed and authorized to countersign such Warrant Certificate(s) by manual or facsimile signature, and such Warrant Certificate(s) shall be delivered in accordance with Section 2.1 hereof.
(b) With respect to all other Warrants, the Warrant Certificates therefor shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal. Such signature may be manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Warrant Certificates and may be in facsimile form. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(c) Upon written order from the Warrant Agent, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent is hereby instructed and authorized to countersign and deliver to the Warrant Escrow Agent, Warrant Certificates registered in the name or names and for such number of Warrants as shall be specified by the Warrant Agent in such order in exchange for Warrant Certificate(s) then held by the Warrant Escrow Agent for a like number of Warrants. To the extent the Warrant Certificate(s) delivered by the Warrant Escrow Agent to the Warrant Agent represent a greater number of Warrants than specified in the order from the Warrant Agent, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent is hereby instructed and authorized to countersign and deliver to the Warrant Escrow Agent, Warrant Certificates in blank for such excess number of Warrants to be held in escrow by the Warrant Escrow Agent pursuant to the Warrant Escrow Agreement.
(d) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant CertificatesCertificate. Unless limited by the terms of such appointment, such agent may countersign the Warrant Certificates Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Secured Lender Warrant Agreement (Ddi Capital Corp/Dynamic Details Inc)
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 91,209 Warrant Shares upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, provided that the Warrant Agent shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Mediq Inc)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the each Warrant Certificates Certificate for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to . Upon receipt of a written order of the Company signed by at least one Officer of the Company (and, with respect to countersign the Warrant Certificates. Unless limited Warrants issued by the terms of such appointmentCompany after the date hereof, such agent may countersign Warrant Certificates whenever all other necessary information and documents, including if requested by the Warrant Agent may do soan Officer’s Certificate and an Opinion of Counsel of the Company) the Warrant Agent shall countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Warrantholders thereof to purchase in the aggregate such number of shares of Common Stock as shall be set forth on such Warrant Certificates (subject to adjustment as provided in such Warrant Certificates). Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall shall, upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign for original issue Company, countersign, by either manual or facsimile signature, a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the each Warrant Certificates Certificate for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to . Upon receipt of a written order of the Company signed by at least one Officer of the Company (and, with respect to countersign the Warrant Certificates. Unless limited Warrants issued by the terms of such appointmentCompany after the date hereof, such agent may countersign Warrant Certificates whenever all other necessary information and documents, including if requested by the Warrant Agent may do soan Officer’s Certificate and an Opinion of Counsel of the Company) the Warrant Agent shall countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Warrantholders thereof to purchase in the aggregate such number of shares of Common Stock and shares of Class A Common Stock as shall be set forth on such Warrant Certificates (subject to adjustment as provided in such Warrant Certificates). Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall shall, upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign for original issue Company, countersign, by either manual or facsimile signature, a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than the total number of Warrant Shares purchasable for the total number of Warrants upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original register on the Certificate Register (as defined in Section 2.3) or issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such registration or countersignature of Warrants. Such order shall specify the number of Warrants to be registered on the Certificate Register or evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be registered or countersigned and the number of Warrants then authorized.
(e) . The Warrants (whether or not evidenced by a Warrant Certificate Certificate) shall not be valid until an authorized signatory of registered on the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this AgreementRegister.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
. The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 277,165 Warrant Shares (cconsisting of 207,874 Warrant Shares issuable upon exercise of the Initial Warrants and 69,291 Warrant Shares issuable upon exercise of the Contingent Warrants) upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent 14 10 includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersignedcounter signed, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two With respect to any Global Warrant to be issued hereunder, one Officer will sign, and the Secretary or any Assistant Secretary will attest, such Global Warrant. The Warrant Agent, upon the written order of the Company signed by an Officer, will countersign any Global Warrant certificate by manual or facsimile signature, and such Global Warrant will be deposited in accordance with Section 2.2(b) hereof.
(2b) Officers shall sign With respect to all other Warrants, an Officer will sign, and the Company's Secretary or any of its Assistant Secretaries will attest, the Warrant Certificates for the Company by manual or facsimile signature. The Warrant Agent will countersign and deliver the Warrant Certificates for original issue, in each case upon a written order of the Company signed by an Officer of the Company. Such order will specify (in addition to the number of Warrants) the date on which the original issue of Warrants is to be countersigned.
(bc) If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall will be valid nevertheless. A Warrant will not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature will be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(cd) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Dime Bancorp Inc)
Execution and Countersignature. (a) Two (2) Officers of the Company shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer of the Company whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the any such Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(b) The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders of Warrants to purchase in the aggregate not more than 865,776.9 Warrant Shares, subject to adjustment as provided herein, upon a written order of the Company signed by two Officers of the Company.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall shall, upon receipt of a written order of the Company signed by two (2) Officers of the Company Company, manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Cypress Sharpridge Investments, Inc.)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Warrantholders thereof to receive, upon the mandatory conversion of such Warrants in accordance with their terms, in the aggregate such number of shares of Common Stock as shall be set forth on such Warrant Certificates (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that and an Opinion of Counsel of the Company containing such representations and opinions as it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 200,000,000 Warrant Shares upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 1,643,295 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile electronic signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, Certificate and the Private Unit Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or electronic signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than 24,104,472 shares of Class A Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number of Private Unit Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Private Unit Warrants then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by an Officer of the Company countersign, either by manual or electronic signature, for issue the number of Private Unit Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate to the effect that issuance and execution of such Private Unit Warrants is authorized or permitted by this Agreement in connection with such countersignature of the Private Unit Warrants. The Private Unit Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Central European Media Enterprises LTD)
Execution and Countersignature. (a).
(a) Two (2) Officers shall sign With respect to the Warrants to be initially issued pursuant to the terms hereof, Warrant Certificates registered in such names and representing such number of Warrants as specified by the Warrant Certificates for Agent shall be executed on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary. The Warrant Agent shall countersign such Warrant Certificate(s) by manual signature.
(b, and such Warrant Certificate(s) shall be delivered in accordance with the terms of the Plan of Reorganization and Section 2.1 hereof. With respect to all other Warrants, the Warrant Certificates therefor shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary. Such signature may be by manual or facsimile signature. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent manually counter-signs the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(cb) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant CertificatesCertificate. Unless limited by the terms of such appointment, such agent may countersign the Warrant Certificates Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 3,900,000 Warrant Shares upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Cypress Sharpridge Investments, Inc.)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 12,657,960 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to countersignature by Warrant Certificate shall be dated the Warrant Agent includes countersignature by such agentdate of its countersignature. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than 21,999,296 shares of Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by one Officer of the Company countersign, either by manual or facsimile signature, for issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate to the effect that issuance and execution of such Warrants are authorized or permitted by this Agreement in connection with such countersignature of Warrants. A Global Warrant shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Warrants evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof or the Global Warrant is replaced by another Global Warrant in accordance with the terms and provisions of this Agreement. The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign With respect to the Warrants to be initially issued pursuant to the terms hereof, Warrant Certificates registered in such names and representing such number of Warrants as specified by the Warrant Certificates for Agent shall be executed on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary. The Warrant Agent shall countersign such Warrant Certificate(s) by manual signature.
(b, and such Warrant Certificate(s) shall be delivered in accordance with the terms of the Plan of Reorganization and Section 2.1 hereof. With respect to all other Warrants, the Warrant Certificates therefor shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary. Such signature may be by manual or facsimile signature. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent manually counter-signs the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(cb) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant CertificatesCertificate. Unless limited by the terms of such appointment, such agent may countersign the Warrant Certificates Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than [•] shares of Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by one Officer of the Company countersign, either by manual or facsimile signature, for issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate to the effect that issuance and execution of such Warrants are authorized or permitted by this Agreement in connection with such countersignature of Warrants. A Global Warrant shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Warrants evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof or the Global Warrant is replaced by another Global Warrant in accordance with the terms and provisions of this Agreement. The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(cb) The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or facsimile signature, and deliver Warrant Certificates evidencing in the aggregate a Number of Warrants equal to the Company to countersign the Warrant Certificates. Unless limited by the terms number of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall Interest Holder New Warrants upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsAuthentication Order. Such order Authentication Order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized. Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent.
(ec) At any time and from time to time after the execution of this Warrant Agreement, including with respect to the issuance of the Unsecured Creditor New Warrants, the Warrant Agent shall upon receipt of an Authentication Order countersign, by either manual or facsimile signature, and issue a Warrant Certificate evidencing the number of Warrants specified in such Authentication Order; provided that the Warrant Agent shall be entitled to receive, in connection with such countersignature of Warrants described in this Section 2.02(c), an Officer’s Certificate of the Company to the effect that issuance and execution of such Warrants is authorized or permitted by this Warrant Agreement. Such Authentication Order of the Company shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized. Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent.
(d) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Warrant Agreement. Countersigned Warrant Certificates may be delivered, notwithstanding the fact that the persons or any one of them who countersigned the Warrants shall have ceased to be proper signatories prior to the delivery of such Warrants or were not proper signatories on the date of this Warrant Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 3,983,308 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall shall, upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign Company, countersign, by either manual or facsimile signature, for original issue issue, a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 16,885,192 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request and an Opinion of Counsel of the Company in connection with such countersignature of WarrantsWarrants to the effect that issuance and execution of such Warrants is authorized or permitted by this Agreement. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (PNC Financial Services Group Inc)
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 6,008,902 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the each Warrant Certificates Certificate for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to . Upon receipt of a written order of the Company signed by at least one Officer of the Company (and, with respect to countersign the Warrant Certificates. Unless limited Warrants issued by the terms of such appointmentCompany after the date hereof, such agent may countersign Warrant Certificates whenever all other necessary information and documents, including if requested by the Warrant Agent may do soan Officer’s Certificate and an Opinion of Counsel of the Company), the Warrant Agent shall countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Warrantholders thereof to purchase in the aggregate such number of shares of Common Stock as shall be set forth on such Warrant Certificates (subject to adjustment as provided in such Warrant Certificates) in accordance with such order of the Company. Each reference in Warrantholder shall be bound by all of the terms and provisions of this Agreement (a copy of which is available on request to the Secretary of the Company) and any amendments thereto and the Warrant Certificate, in each case, as fully and effectively as if such Warrantholder had signed the same. Each Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall shall, upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign for original issue Company, countersign, by either manual or facsimile signature, a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Redemption Warrant Agreement (Gulfmark Offshore Inc)
Execution and Countersignature. (a) Two (2) Officers shall sign With respect to the Warrants to be issued on the Closing Date, one or more Warrant Certificates for representing the Warrants shall be executed in blank on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary. Upon written order of the Company, the Warrant Agent shall countersign such Warrant Certificate(s) by manual or facsimile signature, and such Warrant Certificate(s) shall be delivered pursuant to such written order.
(b) With respect to all other Warrants, the Warrant Certificates therefor shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary. Such signature may be manual or facsimile signature. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature of the Warrant Agent shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign a Warrant Certificates Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 210,084,034 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 3,199,988 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to countersignature by Warrant Certificate shall be dated the Warrant Agent includes countersignature by such agentdate of its countersignature. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . Pursuant to the Indenture, the Trustee shall, on the date hereof, authenticate 310,000 Units. Upon authentication of the Units by the Trustee, the terms of the Warrants forming a part of each Unit shall be governed by the terms set forth herein and in the form of Warrant Certificate attached hereto. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Alion Science & Technology Corp)
Execution and Countersignature. (a) Two (2) Officers The Warrants to be issued pursuant to Section 3.1 hereof shall sign the Warrant Certificates for be executed on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal which may be impressed, affixed, imprinted or reproduced on such Warrant Certificates or may be in facsimile form. The Warrant Agent shall countersign such Warrant Certificate(s) by manual or facsimile signature, and such Warrant Certificate(s) shall be delivered in accordance with Section 2.1 hereof.
(b) With respect to all other Warrants, the Warrant Certificates therefore shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal. Such signature may be manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Warrant Certificates and may be in facsimile form. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent manually counter-signs the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant CertificatesCertificate. Unless limited by the terms of such appointment, such agent may countersign the Warrant Certificates Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates Global Warrants for the Company by manual or facsimile electronic signature.
(b) . If an Officer whose signature is on a Global Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant CertificateGlobal Warrant, the Warrants evidenced by such Global Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant CertificatesGlobal Warrants. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates Global Warrants whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent of the Warrant Agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company (i) register Book-Entry Warrants, if any, in the Certificate Register, and (ii) upon receipt of Global Warrants in accordance with this Agreement duly executed on behalf of the Company, manually countersign for original issue a Warrant Certificate one or more Global Warrants evidencing the number of Warrants specified in such orderorder and shall deliver such Global Warrants to or upon the written order of the Company; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced as Book-Entry Warrants in the Certificate Register or on the Warrant Certificate Global Warrants to be countersigned, the date on which such Warrant Book-Entry Warrants are to be reflected on the Certificate is Register or such Global Warrants are to be countersigned and the number of Warrants then authorized.
(e) . A Global Warrant shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Warrants evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof or the Global Warrant is replaced by another Global Warrant in accordance with the terms and provisions of this Agreement. The Warrants evidenced by a Global Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Global Warrant. Such signature shall be solely for the purpose of authenticating the Global Warrant Certificate. The signature and shall be conclusive evidence that the Global Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 3,282,276 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon receipt of a written order of the Company to countersign signed by an Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual manual, portable document format (PDF) or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original register on the Certificate Register (as defined in Section 2.03) or issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ ' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such registration or countersignature of Warrants. Such order shall specify the number of Warrants to be registered on the Certificate Register or evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be registered or countersigned and the number of Warrants then authorized.
(e) . The Warrants (whether or not evidenced by a Warrant Certificate Certificate) shall not be valid until an authorized signatory of registered on the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this AgreementRegister.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign With respect to the Warrants to be initially issued pursuant to the terms hereof, Warrant Certificates registered in such names and representing such number of Warrants as specified by the Warrant Certificates for Agent shall be executed on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary. The Warrant Agent shall countersign such Warrant Certificate(s) by manual or facsimile signature.
(b, and such Warrant Certificate(s) shall be delivered in accordance with the terms of the Plan of Reorganization and Section 2.1 hereof. With respect to all other Warrants, the Warrant Certificates therefor shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary. Such signature may be by manual or facsimile signature. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent either manually or by facsimile countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(cb) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant CertificatesCertificate. Unless limited by the terms of such appointment, such agent may countersign the Warrant Certificates Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 1,218,522 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon receipt of a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (M&t Bank Corp)
Execution and Countersignature. (a) Two (2) Each Certificated Warrant shall be executed on behalf of the Company by an Officer of the Company and attested by its Secretary or an Assistant Secretary. The signature of any such Officers on the Certificated Warrants may be manual or facsimile. Certificated Warrants bearing the manual or facsimile signatures of individuals who were at any time the Officers of the Company shall sign bind the Company, notwithstanding that such individuals or any one of them shall have ceased to hold such offices prior to the delivery of such Warrants or did not hold such offices on the date of this Agreement. Each Certificated Warrant shall be countersigned by the Warrant Certificates for Agent (or any successor to the Company Warrant Agent then acting as warrant agent under this Agreement) by manual or facsimile signature.
(b) If an Officer whose signature is on a Warrant Certificate no longer holds and shall not be valid for any purpose unless and until so countersigned. Certificated Warrants may be countersigned and delivered, notwithstanding the fact that office at the time the Warrant Agent countersigns the Warrant Certificate, persons or any one of them who countersigned the Warrants evidenced by shall have ceased to be proper signatories prior to the delivery of such Warrants or were not proper signatories on the date of this Agreement. Each Certificated Warrant Certificate shall be valid nevertheless.
(c) The Warrant Agent may appoint an agent reasonably acceptable to dated as of the Company to countersign the Warrant Certificates. Unless limited by the terms date of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to its countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateAgent. The signature Warrant Agent’s countersignature shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . Upon receipt of a written order of the Company signed by two Officers of the Company and all other necessary information, the Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 1,008,825 shares of Common Stock. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Warrant Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Warrant Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall shall, upon receipt of a written order of the Company signed by two (2) Officers of the Company Company, manually or by facsimile countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request refrain from taking any action in connection with such countersignature of WarrantsWarrants until the Company has delivered to the Warrant Agent an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually or by facsimile countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate has been countersigned under this Warrant Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers One Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent or the Initial Warrant Agent, as applicable, countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall nevertheless be valid. A Warrant Certificate shall not be valid nevertheless.
(c) until an authorized signatory of the Warrant Agent or the Initial Warrant Agent, as applicable, manually countersigns the Warrant Certificate. Such authorized signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement. The Warrant Agent or the Initial Warrant Agent, as applicable, shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 4.75 Warrant Shares upon a written order of the Company signed by one Officer. The Warrant Agent or the Initial Warrant Agent, as applicable, may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent or the Initial Warrant Agent, as applicable, may do so. Each reference in this Agreement to countersignature by the Warrant Agent or the Initial Warrant Agent, includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent or the Initial Warrant Agent, as applicable, for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 1,846,374 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request and an Opinion of Counsel of the Company in connection with such countersignature of WarrantsWarrants to the effect that issuance and execution of such Warrants is authorized or permitted by this Agreement. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers of the Company shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer of the Company whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the any such Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(b) The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders of Warrants to purchase in the aggregate not more than [ ] Warrant Shares, subject to adjustment as provided herein, upon a written order of the Company signed by two Officers of the Company.
(c) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall shall, upon receipt of a written order of the Company signed by two (2) Officers of the Company Company, manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, by either manual or facsimile signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than 13,049,451 shares of Common Stock (subject to adjustment as provided in such Warrant Certificates) upon a written order of the Company to countersign signed by one Officer of the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do soCompany. Each reference in this Agreement to Warrant Certificate shall be dated the date of its countersignature by the Warrant Agent includes countersignature by such agentAgent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company Agent, shall upon receipt of a written order of the Company signed by two (2) Officers an Officer of the Company manually countersign Company, countersign, by either manual or facsimile signature, for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant CertificateCertificate either manually or by facsimile signature. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two With respect to the Warrants to be issued on the Closing Date (2) Officers the Company shall sign promptly notify the Warrant Agent of such date and until then, the Warrant Agent shall not be deemed to have knowledge of such date), one or more Warrant Certificates for as specified by the Warrant Agent representing the Warrants shall be executed in blank on behalf of the Company by manual or facsimile signature by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal which may be impressed, affixed, imprinted or reproduced on such Warrant Certificates or may be in facsimile form. The Warrant Agent is hereby instructed and authorized to countersign such Warrant Certificate(s) by manual or facsimile signature, and such Warrant Certificate(s) shall be delivered in accordance with Section 2.1 hereof.
(b) With respect to all other Warrants, the Warrant Certificates therefor shall be executed on behalf of the Company by one Officer and attested by its Secretary or an Assistant Secretary under its corporate seal. Such signature may be manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Warrant Certificates and may be in facsimile form. If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless. A Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
(c) Upon written order from the Warrant Agent, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent is hereby instructed and authorized to countersign and deliver to the Warrant Escrow Agent, Warrant Certificates registered in the name or names and for such number of Warrants as shall be specified by the Warrant Agent in such order in exchange for Warrant Certificate(s) then held by the Warrant Escrow Agent for a like number of Warrants. To the extent the Warrant Certificate(s) delivered by the Warrant Escrow Agent to the Warrant Agent represent a greater number of Warrants than specified in the order from the Warrant Agent, the Company shall execute and deliver to the Warrant Agent, and the Warrant Agent is hereby instructed and authorized to countersign and deliver to the Warrant Escrow Agent, Warrant Certificates in blank for such excess number of Warrants to be held in escrow by the Warrant Escrow Agent pursuant to the Warrant Escrow Agreement.
(d) The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant CertificatesCertificate. Unless limited by the terms of such appointment, such agent may countersign the Warrant Certificates Certificate whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The signature shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Ddi Capital Corp/Dynamic Details Inc)
Execution and Countersignature. (a) Two (2) Officers shall sign the Warrant Certificates for the Company by manual or facsimile signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent shall initially countersign and deliver Warrant Certificates entitling the Holders thereof to purchase in the aggregate not more than [4,217,400] shares of Common Stock upon a written order of the Company signed by two Officers of the Company. The Warrant Agent may appoint an agent reasonably acceptable to the Company to countersign the Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) . At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such countersignature of Warrants. Such order shall specify the number of Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Warrants then authorized.
(e) . The Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate has been countersigned under this Agreement.
Appears in 1 contract
Execution and Countersignature. (a) Two (2) Officers At least one Officer shall sign the Warrant Certificates for the Company by manual or facsimile electronic signature.
(b) . If an Officer whose signature is on a Warrant Certificate no longer holds that office at the time the Warrant Agent countersigns the Warrant Certificate, the Unit Warrants evidenced by such Warrant Certificate shall be valid nevertheless.
(c) . The Warrant Agent may appoint an agent reasonably acceptable shall initially countersign, either by manual or electronic signature, and deliver Warrant Certificates entitling the Holders thereof to purchase in the Company aggregate not more than 84,000,000 shares of Class A Common Stock (subject to countersign the adjustment as provided in such Warrant Certificates. Unless limited by the terms of such appointment, such agent may countersign Warrant Certificates whenever the Warrant Agent may do so. Each reference in this Agreement to countersignature by the Warrant Agent includes countersignature by such agent. Such agent will have the same rights as the Warrant Agent for service of notices and demands.
(d) At any time and from time to time after the execution of this Agreement, the Warrant Agent or an agent reasonably acceptable to the Company shall upon receipt of a written order of the Company signed by two (2) Officers one Officer of the Company manually countersign for original issue a Warrant Certificate evidencing the number of Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate that it may reasonably request in connection with such countersignature of WarrantsCompany. Such order shall specify the number of Unit Warrants to be evidenced on the Warrant Certificate to be countersigned, the date on which such Warrant Certificate is to be countersigned and the number of Unit Warrants then authorized.
(e) . Each Warrant Certificate shall be dated the date of its countersignature. At any time and from time to time after the execution of this Agreement, the Warrant Agent shall upon receipt of a written order of the Company signed by an Officer of the Company countersign, either by manual or electronic signature, for issue a Warrant Certificate evidencing the number of Unit Warrants specified in such order; provided, however, that the Warrant Agent shall be entitled to receive an Officers’ Certificate and an Opinion of Counsel of the Company to the effect that issuance and execution of such Unit Warrants are authorized or permitted by this Agreement in connection with such countersignature of Unit Warrants. A Global Warrant shall be, and shall remain, subject to the provisions of this Agreement until such time as all of the Unit Warrants evidenced thereby shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof or the Global Warrant is replaced by another Global Warrant in accordance with the terms and provisions of this Agreement. The Unit Warrants evidenced by a Warrant Certificate shall not be valid until an authorized signatory of the Warrant Agent or its agent as provided above manually countersigns the Warrant Certificate. The Such signature shall be solely for the purpose of authenticating the Warrant Certificate and shall be conclusive evidence that the Warrant Certificate so countersigned has been countersigned duly authenticated and issued under this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Central European Media Enterprises N.V.)