Common use of Registration and Countersignature Clause in Contracts

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office of the Warrant Agent in Boston, Massachusetts (the "WARRANT REGISTER") as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the President, a Vice President, the Treasurer or the Chief Financial Officer of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. (a) The Warrants shall be numbered Company and shall be registered the Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts a Register (the "WARRANT REGISTER"as hereinafter defined) as they are issued. issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the PresidentChairman of the Board, the Chief Executive Officer, the President or a Vice President, the Treasurer or the Chief Financial Officer President of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. . (c) The Company and shall maintain, or cause to be maintained, a register (the "Register") of the Warrants at its registered office, at the principal office of the Warrant Agent may deem or at any other place in the United States of America designated by the Company, showing (i) the names and treat the registered holder(slatest known address of each person who is or has been a Holder; (ii) the number of Warrants held by each Holder; and (iii) the date and particulars of the Warrant Certificates issue and transfer of Warrants. The registered owner on the Warrant Shares as Register may be deemed and treated by the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone)Company, for all purposes, and neither the Company nor the Warrant Agent shall be affected by and all other persons dealing with the Warrants evidenced thereby as the Holder and absolute owner thereof for any purpose and as the person entitled to exercise the right represented thereby, or to the transfer on the books of the Company, any notice to the contrarycontrary notwithstanding, and, until such transfer of the Warrant on such books in accordance with the provisions of this Agreement, the Company may treat the registered owner on the Register as the owner for all purposes.

Registration and Countersignature. (a) The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Bostona register as they are issued by the Company. (b) In the case of offers and sales of Warrants outside the United States without registration under the Securities Act of 1933, Massachusetts as amended (the "WARRANT REGISTERSecurities Act"), the Company shall, and the Warrant Agent, on behalf of the Company, shall refuse register any transfer of the Warrants not made in accordance with the provisions of Regulation S under the Securities Act; provided, however, that if foreign law prevents the Company from refusing to register securities transfers, other reasonable procedures (such as a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S under the Securities Act) as they are issued. shall be implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S under the Securities Act. (c) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Treasurer or the Chief Financial Officer Controller of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants Certificates entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. . (d) The Company and the Warrant Agent may deem and treat the a registered holder(s) holder of the a Warrant Certificates and the Warrant Shares Certificate as the absolute owner(s) owner thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register (the "Warrant Register") as they are issued by the Company. The Warrant Register shall be numbered and shall be registered on the books of the Company maintained kept at the principal office of the Warrant Agent designated for such purpose and shall be in Bostonwritten form in the English language or in any other form capable of being converted into such form within a reasonable time. Subject to the limitations set forth in the immediately succeeding paragraph, Massachusetts (the "WARRANT REGISTER") as they are issued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, a Vice President, the Treasurer or the Chief Financial Officer Controller of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof ("Holder" or "Warrant Holder") to purchase more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Up to 5,430,503 Warrant Certificates (which amount may be increased by an amount not to exceed 6,000 Warrant Certificates to accommodate the rounding up of fractional shares under the Plan) may be executed by the Company and delivered to the Warrant Agent may deem and treat upon the registered holder(s) execution of this Agreement or from time-to-time thereafter, evidencing the right to receive a like number of Warrant Shares. Subsequent to such original issuance of the Warrant Certificates and Certificates, the Warrant Shares Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued upon registration of transfer or in exchange or substitution for one or more previously countersigned Warrant Certificates, as hereinafter provided. In case at any time the absolute owner(s) thereof (notwithstanding any notation name of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected changed (including by operation of Section 15), and at such time any notice to of the contraryWarrant Certificates shall be countersigned, but not delivered, the Warrant Agent may adopt the countersignature under its prior name; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Certificates either in its prior name or in its changed name and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Agreement.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issuedissued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrants shall not be countersigned by the Warrant Agent until they are released from escrow pursuant to any of the provisions in Section 2 of the Escrow Agreement. The Warrant Agent shall, upon written instructions of the PresidentEscrow Agent acting under direction of the Administrative Agent or NMS, a Vice Presidentas the case may be (which instructions, the Treasurer or Company agrees, shall be given upon the occurrence of any event described in Section 2 of the Escrow Agreement resulting in a release of the Warrants from escrow), countersign, and the Chief Financial Officer of the Company, initially countersign, Company shall issue and deliver such number of Warrants as are set forth in such written instructionsdeliver, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The recitals hereof which shall not exceed 254,150 Warrant Agent Shares in the aggregate and shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company, shall hold the Warrants unnumbered and unregistered. Initially, the Warrants will be issued by the Company maintained at and deposited on or before the principal office Spin-Off Date with The Bank of New York, as escrow agent (the "ESCROW Agent"), pursuant to an Escrow Agreement, dated June 30, 2000 (the "ESCROW AGREEMENT"), among the Company, Lehm▇▇ ▇▇▇thers Inc. (the "ARRANGER") and the Escrow Agent. Upon any release of any Warrants under the Escrow Agreement to the Arranger, the Warrant Agent shall number and register such Warrants in Bostonthe names, Massachusetts (denominations and exercisable for such number of shares of Common Stock as directed in writing by the "WARRANT REGISTER") as they are issuedArranger. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, a Vice President, the Treasurer or the Chief Financial Officer of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign collectively for all Warrants outstanding entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office (a) Upon issuance of the Warrant Agent in Boston, Massachusetts (the "WARRANT REGISTER") as they are issued. Warrant Certificates shall be manually countersigned certificate by the Company, the Company shall record such Warrant Agent and certificate, including the Registered Holder thereof, in the Warrant Register. (b) No Warrant certificate shall not be valid for any purpose unless so countersigned. The purpose, and no Warrant Agent shallevidenced thereby shall be exercisable, upon written instructions of until such Warrant certificate has been signed by the President, a Vice President, the Treasurer manual or the Chief Financial Officer facsimile signature of the Company. Such signature by the Company upon any Warrant certificate shall be conclusive evidence that such Warrant certificate so executed has been duly issued hereunder. (c) The Company shall keep or cause to be kept, initially countersignat an office designated for such purpose, issue books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrant certificates, and deliver such number exercises, exchanges, cancellations and transfers of outstanding Warrants as are in accordance with the procedures set forth in such written instructions, and Section 5.1 of this A&R Warrant Agreement. (d) Prior to due presentment for registration of transfer or exchange of the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct accordance with the Warrant Agent to countersign Warrants entitling the holders thereof to purchase more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent shall also countersign and deliver Warrants as otherwise provided procedures set forth in this A&R Warrant Agreement. The , the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered holder(s) of upon the Warrant Certificates and Register (the Warrant Shares “Registered Holder” of such Warrant) as the absolute owner(s) thereof (notwithstanding any notation owner of ownership or other writing thereon made by anyone)such Warrant, for all purposes including, without limitation, for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to the Holder thereof and for all other purposes, and neither the Company nor the Warrant Agent shall not be affected by any notice to the contrary.

Registration and Countersignature. (a) The Warrants shall be numbered Company and shall be registered the Warrant Agent, on the books behalf of the Company maintained at the principal office of Company, shall number and register the Warrant Agent Certificates in Boston, Massachusetts a Register (the "WARRANT REGISTER"as hereinafter defined) as they are issued. issued by the Company which such register shall be maintained in accordance with Section 5(c) hereof. (b) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the PresidentChairman of the Board, the Chief Executive Officer, the President or a Vice President, the Treasurer or the Chief Financial Officer President of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. . (c) The Company and shall maintain, or cause to be maintained, a register (the "Register") of the Warrants at its registered office, at the principal office of the Warrant Agent may deem or at any other place in the United States of America designated by the Company, showing (i) the names and treat the registered holder(slatest known address of each person who is or has been a Holder; (ii) the number of Warrants of each series held by each Holder; and (iii) the date and particulars of the Warrant Certificates issue and transfer of Warrants. The registered owner on the Warrant Shares as Register may be deemed and treated by the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone)Company, for all purposes, and neither the Company nor the Warrant Agent shall be affected by and all other persons dealing with the Warrants evidenced thereby as the Holder and absolute owner thereof for any purpose and as the person entitled to exercise the right represented thereby, or to the transfer on the books of the Company, any notice to the contrarycontrary notwithstanding, and, until such transfer of the Warrant on such books in accordance with the provisions of this Agreement, the Company may treat the registered owner on the Register as the owner for all purposes.

Registration and Countersignature. The Warrants shall be numbered and shall be registered Warrant Agent, on the books behalf of the Company, shall hold the Warrants unnumbered and unregistered. Initially, the Warrants will be issued by the Company maintained at and deposited with The Bank of New York, as escrow agent (the principal office "ESCROW AGENT"), pursuant to an Escrow Agreement, dated September 14, 1998 (the "ESCROW AGREEMENT"), among the Company, Lehm▇▇ ▇▇▇thers Inc. (the "ARRANGER") and The Bank of New York. Upon any release of any Warrants under the Escrow Agreement to the Arranger, the Warrant Agent shall number and register such Warrants in Bostonthe names, Massachusetts (denominations and exercisable for such number of shares of Common Stock as directed in writing by the "WARRANT REGISTER") as they are issuedArranger. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, a Vice President, the Treasurer or the Chief Financial Officer of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. (a) The Warrants Warrant Agent, on behalf of Enterprises, shall be numbered number and shall be registered on the books of the Company maintained at the principal office of register the Warrant Agent Certificates in Boston, Massachusetts (the "WARRANT REGISTER") a register as they are issued. issued by Enterprises. (b) In the case of offers and sales of Warrants outside the United States without registration under the Securities Act, Enterprises shall, and the Warrant Agent, on behalf of Enterprises, shall refuse register any transfer of the Warrants not made in accordance with the provisions of Regulation S under the Securities Act; provided, however, that if foreign law prevents Enterprises from refusing to register securities transfers, other reasonable procedures (such as a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S under the Securities Act) shall be implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S under the Securities Act. (c) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Treasurer or the Chief Financial Officer Controller of the CompanyEnterprises, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants Certificates entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent hereof and shall also countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. The Company . (d) Enterprises and the Warrant Agent may deem and treat the a registered holder(s) holder of the a Warrant Certificates and the Warrant Shares Certificate as the absolute owner(s) owner thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company Enterprises nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books Upon written order of the Company maintained at (a “Warrant Countersignature Order”), the principal office Warrant Agent shall upon receipt of a Warrant duly executed on behalf of the Company, countersign such Warrant and shall deliver such Warrant to or upon the written order of the Company. Such written order of the Company shall specifically state the number of Warrants that are to be in the form of a Global Warrant and the number of Warrants that are to be issued in the form of a Definitive Warrant. Warrants shall be, and shall remain, subject to the provisions of this Agreement until such time they shall have been duly exercised or shall have expired or been canceled in accordance with the terms hereof. Each Holder 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) as fully and effectively as if such Holder had signed the same. No Warrant shall be valid for any purpose, including the exercise thereof, until such Warrant has been countersigned by the manual or facsimile signature of the Warrant Agent in Boston, Massachusetts (the "WARRANT REGISTER") as they are issuedAgent. Warrant Certificates shall be manually countersigned Such signature by the Warrant Agent and shall not be valid for upon any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of executed by the President, a Vice President, the Treasurer or the Chief Financial Officer of the Company, initially countersign, issue and deliver such number of Warrants as are set forth in such written instructions, and the Warrant Agent Company shall be fully protected in conclusively relying on conclusive evidence that such written instructions. Such written instructions shall not instruct the Warrant Agent to countersign Warrants entitling the holders thereof to purchase more than the number of Warrant Shares referred to above in the first recital hereofso countersigned has been duly issued hereunder. The Warrant Agent shall also countersign keep, at an office designated for such purpose, books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrants and deliver Warrants as otherwise provided exchanges and transfers of thereof in this Agreement. The accordance with the procedures set forth in Section 5 hereof, all in form satisfactory to the Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates and the Warrant Shares as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contraryAgent.

Registration and Countersignature. The Warrants shall be numbered and shall be registered on the books of the Company maintained at the principal office (a) Upon issuance of the Warrant Agent in Boston, Massachusetts (the "WARRANT REGISTER") as they are issued. Warrant Certificates shall be manually countersigned certificate by the Company, the Company shall record such Warrant Agent and certificate, including the Registered Holder thereof, in the Warrant Register. (b) No Warrant certificate shall not be valid for any purpose unless so countersigned. The purpose, and no Warrant Agent shallevidenced thereby shall be exercisable, upon written instructions of until such Warrant certificate has been signed by the President, a Vice President, the Treasurer manual or the Chief Financial Officer facsimile signature of the Company. Such signature by the Company upon any Warrant certificate shall be conclusive evidence that such Warrant certificate so executed has been duly issued hereunder. (c) The Company shall keep or cause to be kept, initially countersignat an office designated for such purpose, issue books (the “Warrant Register”) in which, subject to such reasonable regulations as it may prescribe, it shall register the Warrant certificates, and deliver such number exercises, exchanges, cancellations and transfers of outstanding Warrants as are in accordance with the procedures set forth in such written instructions, and Section 5.1 of this Agreement. (d) Prior to due presentment for registration of transfer or exchange of the Warrant Agent shall be fully protected in conclusively relying on such written instructions. Such written instructions shall not instruct accordance with the Warrant Agent to countersign Warrants entitling the holders thereof to purchase more than the number of Warrant Shares referred to above in the first recital hereof. The Warrant Agent shall also countersign and deliver Warrants as otherwise provided procedures set forth in this Agreement. The , the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered holder(s) of upon the Warrant Certificates and Register (the Warrant Shares “Registered Holder” of such Warrant) as the absolute owner(s) thereof (notwithstanding any notation owner of ownership or other writing thereon made by anyone)such Warrant, for all purposes including, without limitation, for the purpose of any exercise thereof (subject to Section 3.3(d)), any distribution to the Holder thereof and for all other purposes, and neither the Company nor the Warrant Agent shall not be affected by any notice to the contrary.