Common use of Execution, Countersignature and Registration Clause in Contracts

Execution, Countersignature and Registration. The Right Certificates shall be executed on behalf of the Corporation by its Chairman or any Vice-Chairman of the Board of Directors or by the President or any Vice President of the Corporation, either manually or by facsimile signature, shall have affixed thereto the Corporation’s seal or a facsimile thereof, and shall be attested by the Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary of the Corporation, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Corporation who shall have signed any of the Right Certificates shall cease to be such officer of the Corporation before countersignature by the Rights Agent and issuance and delivery by the Corporation, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Corporation with the same force and effect as though the individual who signed such Right Certificates had not ceased to be such officer of the Corporation; and any Right Certificate may be signed on behalf of the Corporation by any individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation to sign such Right Certificate, although at the date of the execution of this Agreement any such individual was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Corporation Company by its Chairman the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any Vice-Chairman additional title) of the Board of Directors or by the President or any Vice President of the CorporationCompany, either manually or by facsimile signature, shall and have affixed thereto the Corporation’s Company's seal or a facsimile thereof, and thereof which shall be attested by the Treasurer, the SecretaryClerk, an Assistant Treasurer Clerk or an Assistant Secretary a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the CorporationCompany, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Corporation Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Corporation Company before countersignature by the Rights Agent and issuance and delivery by the CorporationCompany, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Corporation Company with the same force and effect as though the individual person who signed such Right Certificates had not ceased to be such an officer of the CorporationCompany; and any Right Certificate may be signed on behalf of the Corporation Company by any individual person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such individual person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer officer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right CertificatesCompany.

Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Corporation Company by its Chairman the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any Vice-Chairman additional title) of the Board of Directors or by the President or any Vice President of the CorporationCompany, either manually or by facsimile signature, and shall have affixed thereto thereon the CorporationCompany’s seal or a facsimile thereof, and if any, which shall be attested by the Treasurer, the Secretary, an Assistant Treasurer Secretary or an Assistant Secretary a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Rights Certificates) of the CorporationCompany, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Corporation Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Corporation Company before countersignature by the Rights Agent and issuance and delivery by the CorporationCompany, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Corporation Company with the same force and effect as though the individual person who signed such Right Rights Certificates had not ceased to be such an officer of the CorporationCompany; and any Right Rights Certificate may be signed on behalf of the Corporation Company by any individual person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Corporation Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such individual person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer officer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right CertificatesCompany.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Corporation Company by its Chairman or any Vice-(x) the Chairman of the Board of Directors or by Board, the Chief Executive Officer, the President or any Vice President of President, and by the CorporationSecretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may have affixed thereto the CorporationCompany’s seal or a facsimile thereof, and . The Right Certificates shall be attested countersigned by the Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary authorized signatory of the Corporation, Rights Agent either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent , and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Corporation Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Corporation Company before countersignature by the Rights Agent and issuance and delivery by the CorporationCompany, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Corporation Company with the same force and effect as though the individual person who signed such Right Certificates had not ceased to be such an officer of the CorporationCompany; and any Right Certificate may be signed on behalf of the Corporation Company by any individual person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation Company to sign such Right Certificate, although at the date of execution of this Rights Agreement any such person was not such an officer of the Company. In case any authorized signatory of the Rights Agent who has countersigned any Right Certificate ceases to be an authorized signatory of the Rights Agent before issuance and delivery by the Company, such Right Certificate, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificate had not ceased to be an authorized signatory of the Rights Agent; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, is properly authorized to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such individual person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificatesso authorized.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Corporation Company by its Chairman or any Vice-the Chairman of the Board of Directors Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or by the President or any a Vice President (whether preceded by any additional title) of the CorporationCompany, either manually or by facsimile signature, shall and have affixed thereto hereto the Corporation’s Company's seal or a facsimile thereof, and thereof which shall be attested by the Treasurer, the Secretary, an Assistant Treasurer Secretary or an Assistant Secretary a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right 6 9 Certificates) of the CorporationCompany, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Corporation Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Corporation Company before countersignature by the Rights Agent and issuance and delivery by the CorporationCompany, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Corporation Company with the same force and effect as though the individual person who signed such Right Certificates had not ceased to be such an officer of the CorporationCompany; and any Right Certificate may be signed on behalf of the Corporation Company by any individual person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such individual person was not such an officerofficer of the Company. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officedesignated office in New York, New York, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the Certificate number of each of the Right Certificates and the date of each of the Right Certificates.. SECTION 6. Transfer, Split-Up, Combination and Exchange of Right Certificates;

Execution, Countersignature and Registration. The Right Certificates shall be executed on behalf of the Corporation by its Chairman or any Vice-Chairman of the Board of Directors or by the President Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of the Corporation, either manually or by facsimile or electronic signature, shall have affixed thereto the Corporation’s seal or a facsimile thereof, and shall be attested by the Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary of the Corporation, either manually or by facsimile or electronic signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Corporation who shall have signed any of the Right Certificates shall cease to be such officer of the Corporation before countersignature by the Rights Agent and issuance and delivery by the Corporation, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Corporation with the same force and effect as though the individual who signed such Right Certificates had not ceased to be such officer of the Corporation; and any Right Certificate may be signed on behalf of the Corporation by any individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation to sign such Right Certificate, although at the date of the execution of this Agreement any such individual was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Execution, Countersignature and Registration. The Right Certificates shall be executed on behalf of the Corporation by its Chairman or any Vice-Chairman of the Board of Directors or by the President or any Executive Vice President or Vice President of the Corporation, either manually or by facsimile signature, shall have affixed thereto the Corporation’s seal or a facsimile thereof, and shall be attested by the Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary of the Corporation, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Corporation who shall have signed any of the Right Certificates shall cease to be such officer of the Corporation before countersignature by the Rights Agent and issuance and delivery by the Corporation, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Corporation with the same force and effect as though the individual who signed such Right Certificates had not ceased to be such officer of the Corporation; and any Right Certificate may be signed on behalf of the Corporation by any individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation to sign such Right Certificate, although at the date of the execution of this Agreement any such individual was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal stock transfer office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.

Execution, Countersignature and Registration. The Right Certificates shall be executed on behalf of the Corporation Company by its Chairman or any Vice-Chairman of the Board Board, its Chief Executive Officer, its President, any of Directors its Vice Presidents or by the President or any Vice President of the Corporation, either manually or by facsimile signature, its Treasurer shall have affixed thereto the Corporation’s Company's seal or a facsimile thereof, and shall be attested by the Treasurer, the Secretary, an Assistant Treasurer Secretary or an Assistant Secretary of the Corporation, either manually or by facsimile signatureCompany. The signature of any of these officers on the Right Certificates may be manual or facsimile and shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Corporation Company who shall have signed any of the Right Certificates shall cease to be such officer of the Corporation Company before countersignature by the Rights Agent and issuance and delivery by the CorporationCompany, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Corporation Company with the same force and effect as though the individual Person who signed such Right Rights Certificates had not ceased to be such officer of the CorporationCompany; and any Right Certificate may be signed on behalf of the Corporation Company by any individual Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such individual Person was not such an officer. Following At any time and from time to time after the execution and delivery of this Agreement and prior to the Distribution Date, the Company may deliver Right Certificates executed by the Company to the Rights Agent will keep for authentication, together with a Company Order for the authentication and delivery of such Right Certificates; and the Rights Agent in accordance with such Company Order shall countersign and deliver such Right Certificates as in this Agreement provided and not otherwise. No Right Certificate shall entitle the holder thereof to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Right Certificate a certificate of authentication substantially in the form provided for herein executed by the Rights Agent by manual signature, and such certificate upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned and delivered hereunder. From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company shall cause to be kept, kept at its principal office, books for registration and transfer the office of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right CertificatesRights Agent designated for such purpose a Rights Register (a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the number Company shall provide for the registration of Rights evidenced on its face by each of the Right Certificates and the date of each transfers of the Right CertificatesRights.

Execution, Countersignature and Registration. (a) The Right -------------------------------------------- Certificates shall be executed on behalf of the Corporation Company by its Chairman the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any Vice-Chairman additional title) of the Board of Directors or by the President or any Vice President of the CorporationCompany, either manually or by facsimile signature, shall and have affixed thereto the Corporation’s Company's seal or a facsimile thereof, and thereof which shall be attested by the Treasurer, the Secretary, an Assistant Treasurer Secretary or an Assistant Secretary a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the CorporationCompany, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Corporation Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Corporation Company before countersignature by the Rights Agent and issuance and delivery by the CorporationCompany, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Corporation Company with the same force and effect as though the individual person who signed such Right Certificates had not ceased to be such an officer of the CorporationCompany; and any Right Certificate may be signed on behalf of the Corporation Company by any individual person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such individual person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer officer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right CertificatesCompany.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Corporation Company by its Chairman or any Vice-the Chairman of the Board of Directors or by Board, the President or any Vice President of the CorporationCompany, either manually or by facsimile signature, shall and have affixed thereto the Corporation’s Company's seal or a facsimile thereof, and thereof which shall be attested by the Treasurer, the Secretary, an Assistant Treasurer Secretary or an Assistant Secretary of the CorporationCompany, either manually or by facsimile signature. The Right Certificates Certificate shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Corporation Company who shall have signed any of the Right Certificates shall cease to be such officer of the Corporation Company before countersignature by the Rights Agent and issuance and delivery by the CorporationCompany, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent Agent, and issued and delivered by the Corporation Company, with the same force and effect as though the individual person who signed such Right Certificates had not ceased to be such officer of the CorporationCompany; and any Right Certificate may be signed on behalf of the Corporation Company by any individual person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such individual person was not such an officerofficer of the Company. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in New York, New York, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.. SECTION 6. Transfer, Split-up, Combination and Exchange of Right Certificates;

Execution, Countersignature and Registration. The Right Warrant Certificates shall be executed on behalf of the Corporation Company by its Chairman or any Vice-Chairman authorized officer of the Board of Directors or by the President or any Vice President Company, which shall be an officer acting in one of the Corporationcapacities set forth in Exhibit B hereto (an "Authorized Officer"), either manually or by facsimile signature, shall have affixed thereto which need not be the Corporation’s seal or a facsimile thereof, and shall be attested by the Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary same authorized signatory for all of the CorporationWarrant Certificates, either manually or by facsimile signature. The Right Warrant Certificates shall be manually countersigned by the Rights Agent U.S. Warrant Agent, either manually or by facsimile signature, which need not be the same signatory for all of the Warrant Certificates, and no Warrant Certificate shall not be valid for any purpose unless so countersigned. The U.S. Warrant Agent shall, upon written instructions of an Authorized Officer, initially countersign and deliver Warrant Certificates for all ADS Warrants issuable in respect of the Shares deposited under the Deposit Agreement as of the Record Date, and thereafter shall countersign and deliver Warrant Certificates as otherwise provided in this Warrant Agreement. In case any officer Authorized Officer of the Corporation who shall have Company that signed any of the Right Warrant Certificates shall cease ceases to be such officer an Authorized Officer of the Corporation Company before countersignature by the Rights U.S. Warrant Agent and issuance and delivery by the CorporationCompany, such Right Warrant Certificates, nevertheless, may be countersigned by the Rights Agent and U.S. Warrant Agent, issued and delivered by the Corporation with the same force and effect as though the individual person who signed such Right Certificates Warrant Certificate had not ceased to be such officer of the CorporationCompany; and any Right Warrant Certificate may be signed on behalf of the Corporation Company by any individual person who, at the actual date of the execution of such Right Warrant Certificate, shall be a proper officer an Authorized Officer of the Corporation Company authorized to sign such Right Warrant Certificate, although at the date of the execution of this Warrant Agreement any such individual person was not such an officerAuthorized Officer. Following the Distribution Date, the Rights The U.S. Warrant Agent will keep or cause to be kept, at one of its principal officeoffices in New York City, books for registration and transfer of the Right Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Warrant Certificates, the number of Rights ADS Warrants evidenced on its face by each of the Right Warrant Certificates and the date of each of the Right Warrant Certificates.

Execution, Countersignature and Registration. 5.1 The Right Certificates shall be executed on behalf of Kendxx xx the Corporation by its Chairman or any Vice-Chairman of the Board Board, any Vice Chairman of Directors or by the President Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President (whether preceded by any additional title) of the CorporationKendxx, either xxther manually or by facsimile signature, shall and have affixed thereto the Corporation’s seal Kendxx'x xxxl or a facsimile thereof, and which shall be attested by the Treasurer, the Secretary, an Assistant Treasurer Secretary or an Assistant Secretary a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the CorporationKendxx, either xxther manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Corporation who Kendxx xxx shall have signed any of the Right Certificates shall cease to be such an officer of the Corporation before Kendxx xxxore countersignature by the Rights Agent and issuance and delivery by the CorporationKendxx, such xxch Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Corporation with Kendxx xxxh the same force and effect as though the individual person who signed such Right Certificates had not ceased to be such an officer of the CorporationKendxx; and xxd any Right Certificate may be signed on behalf of the Corporation by Kendxx xx any individual person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation to Kendxx xx sign such Right Certificate, although at the date of the execution of this Agreement any such individual person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer officer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right CertificatesKendxx.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Corporation Company by its Chairman or any Vice-the Chairman of the Board of Directors or by Board, the President or Chief Executive Officer, the President, the Chief Financial Officer, any Vice President of President, or the CorporationTreasurer, either manually or by facsimile signature, shall have affixed thereto the Corporation’s Company's seal or a facsimile thereof, and shall be attested by the Treasurer, the Secretary, an Assistant Treasurer Secretary or an Assistant Secretary of the CorporationCompany, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Corporation Company who shall have signed any of the Right Certificates shall cease to be such officer of the Corporation Company before countersignature by the Rights Agent and issuance and delivery by the CorporationCompany, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Corporation Company with the same force and effect as though the individual person who signed such Right Certificates had not ceased to be such officer of the CorporationCompany; and any Right Certificate may be signed on behalf of the Corporation Company by any individual person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Corporation Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such individual person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates. Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates. Section 7.