Common use of Authorized Company Officers Clause in Contracts

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Chief Executive Officer, the Chief Financial Officer, the President, the Chief Operating Officer, any Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Plan, and such authorization shall provide full authorization and protection to the Rights Agent, and the Rights Agent shall not be liable for any action taken or suffered to be taken by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Plan and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.

Appears in 2 contracts

Samples: Benefits Preservation Plan (CarParts.com, Inc.), Benefits Preservation Plan (CarParts.com, Inc.)

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Authorized Company Officers. The Rights Agent is hereby --------------------------- authorized and directed to accept advice or instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Chief Executive OfficerChairman of the Board of Directors, the Chief Financial Executive Officer, the President, the Chief Operating Financial Officer, any Vice-Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization advice or instructions shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable incur no liability for or in respect of any action taken taken, suffered or suffered omitted to be taken by it in the absence of bad good faith in accordance with the advice or instructions of any such officer or for any delay in acting while waiting for these the advice or instructions. Any application by the Rights Agent for written advice or instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three (3) Business Days business days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of or suffering any such advice or action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omitted. The Rights Agent may conclusively rely in good faith on the most recent advice or instructions given by any such officer.

Appears in 2 contracts

Samples: Rights Agreement (Varco International Inc /De/), Rights Agreement (Varco International Inc /De/)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Chief Executive OfficerChairman of the Board of Directors, the Chief Financial Executive Officer, the President, the Chief Operating Financial Officer, any Vice-Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization instructions shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable for or in respect of any action taken taken, suffered or suffered to be taken omitted by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these those instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three (3) Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omitted.

Appears in 1 contract

Samples: Rights Agreement (Gen Probe Inc)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its duties hereunder and certificates delivered pursuant to any provision hereof from any person reasonably believed by the Rights Agent to be from any one of the Chief Executive Officer, the Chief Financial Officer, the President, the Chief Operating Officer, any Vice-President, the Treasurer, any Assistant Treasurer, the Secretary General Counsel or any Assistant Secretary or any other authorized officer Vice President of the CompanyCompany and such other officers of the Company as the Board may designate, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization advice or instructions shall provide full authorization and protection to the Rights Agent and the Rights Agent, and the Rights Agent it shall not be liable for any action taken taken, suffered, or suffered omitted to be taken by it in the absence of bad faith in accordance with the written advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken bytaken, suffered, or omission of, omitted to be taken by the Rights Agent in accordance with a proposal included in any such application on or after (but not including) the date specified therein in such application (which date shall must not be less than three (3) 10 Business Days after after, but not including, the date on which any such director or officer of the Company actually receives such application, unless any such director or officer shall have has consented in writing to an earlier date) unless, prior to taking of or suffering any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions has received, in response to such application application, written instructions with respect to the proposed action or omission specifying the a different action to be taken taken, suffered or omittedomitted to be taken.

Appears in 1 contract

Samples: Rights Agreement (Bank of Marin Bancorp)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Chief Executive OfficerChairman of the Board of Directors, the Chief Financial Executive Officer, the President, the Chief Operating Financial Officer, any Vice-Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization instructions shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable for or in respect of any action taken taken, suffered or suffered omitted to be taken by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken taken, suffered or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three (3) Business Days business days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omitted.

Appears in 1 contract

Samples: Rights Agreement (Cancervax Corp)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Executive Chairman, the President and Chief Executive Officer, the Chief Financial Officer, the President, Digital Officer or the Chief Operating Officer, any Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary or any other authorized officer Financial Officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Planduties, and such authorization instructions shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable for or in respect of any action taken taken, suffered or suffered omitted to be taken by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these those instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three five (35) Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of taking, suffering, or omitting to take any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omittedomitted to be taken.

Appears in 1 contract

Samples: Rights Agreement (Digital Generation, Inc.)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the President and Chief Executive Officer, the Chief Operating Officer and Chief Financial Officer, Officer or the President, the Chief Operating Officer, any Vice-President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary or any other authorized officer and Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization advice or instructions shall provide full authorization and protection to the Rights Agent and the Rights Agent, and the Rights Agent it shall not be liable for any action taken taken, suffered or suffered omitted to be taken by it in the absence of bad faith in accordance with the written advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken, suffered or omitted to be taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking taking, suffering or omitting to take of any such action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omittedomitted to be taken.

Appears in 1 contract

Samples: Rights Agreement (Spok Holdings, Inc)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder and certificates delivered pursuant to any provision hereof from any person reasonably believed by the Rights Agent to be any one Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, the Chief Operating Financial Officer, any Vice-Vice President, the TreasurerSecretary, any Assistant TreasurerSecretary, the Secretary Treasurer or any Assistant Secretary or any other authorized officer Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Planduties, and such authorization advice or instruction shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable incur no liability for or in respect of any action taken or suffered or omitted to be taken by it by it, in the absence of bad faith faith, in accordance with advice or instructions of any such officer or for any delay in acting while waiting for these those instructions. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received from any such officer, and shall not be liable for any action taken, suffered or omitted to be taken by, or omission of, by the Rights Agent in the absence of bad faith in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three (3) five Business Days after the date any such officer of the Company actually receives such application, application unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omitted.

Appears in 1 contract

Samples: Rights Agreement (Ballantyne Strong, Inc.)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Chief Executive OfficerChairman of the Board of Directors, the Chief Financial Executive Officer, the President, the Chief Operating Financial Officer, any Vice-Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Planduties, and such authorization instructions shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable for or in respect of any action taken taken, suffered or suffered to be taken omitted by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these those instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three (3) Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omitted.

Appears in 1 contract

Samples: Rights Agreement (Softnet Systems Inc)

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Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its duties hereunder and certificates delivered pursuant to any provision hereof from any person reasonably believed by the Rights Agent to be any one of the Chief Executive Officer, the Chief Financial Officer, the President, the Chief Operating Officer, any Vice-Presidentthe Corporate Secretary, the Treasurer, any Assistant Treasurer, the Secretary Controller or any Assistant Secretary or any other authorized officer of the CompanyVice President, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization advice or instructions shall provide full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable for any action taken or suffered to be taken by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable to the Company for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken or omitted.

Appears in 1 contract

Samples: Rights Agreement (Warrior Met Coal, Inc.)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the President and Chief Executive Officer, the Chief Operating Officer and Chief Financial Officer, Officer or the President, the Chief Operating Officer, any Vice-President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary or any other authorized officer and Treasurer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization advice or instructions shall provide full authorization and protection to the Rights Agent and the Rights Agent, and the Rights Agent it shall not be liable for any action taken taken, suffered or suffered omitted to be taken by it in the absence of bad faith in accordance with the written advice or instructions of any such officer or for any delay in acting while waiting for these instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent advice or instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or such omission shall be effectiveeffective. The Rights Agent shall not be liable for any action taken, suffered or omitted to be taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein (which date shall not be less than three (3) Business Days after the date any such officer actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking taking, suffering or omitting to take of any such action (or the effective effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omittedomitted to be taken.

Appears in 1 contract

Samples: Rights Agreement

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Chief Executive OfficerChairman of the Board of Directors, the Chief Financial Executive Officer, the President, the Chief Operating Financial Officer, any Vice-Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Treasurer or Assistant Secretary or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization instructions shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable for or in respect of any action taken taken, suffered or suffered omitted to be taken by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these those instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three (3) Business Days business days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omittedomitted to be taken.

Appears in 1 contract

Samples: Preferred Shares Rights Agreement (Conceptus Inc)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the President and Chief Executive Officer, the Chief Financial Operating Officer, the Executive Vice President and Chief Financial Officer and the Senior Vice President, the Chief Operating Officer, any Vice-President, the Treasurer, any Assistant Treasurer, the General Counsel and Secretary or any Assistant Secretary or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this Planduties, and such authorization instructions shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable for or in respect of any action taken taken, suffered or suffered to be taken omitted by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these those instructions. Any The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such officer. The Rights Agent may apply for written instructions from the Company and any such application by the Rights Agent for such written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three (3) five Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omitted.

Appears in 1 contract

Samples: Rights Agreement (GeoEye, Inc.)

Authorized Company Officers. The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any person reasonably believed by the Rights Agent to be any one of the Chief Executive OfficerChairman of the Board of Directors, the Chief Financial Executive Officer, the President, the Chief Operating Financial Officer, any Vice-President, the Treasurer, any Assistant TreasurerVice President (regardless of designation), the Secretary or any Assistant Secretary or any other authorized officer of the Company, and to apply to such officers for advice or instructions in connection with its duties under this PlanAgreement, and such authorization instructions shall provide be full authorization and protection to the Rights Agent, Agent and the Rights Agent shall not be liable for or in respect of any action taken taken, suffered or suffered omitted to be taken by it in the absence of bad faith in accordance with instructions of any such officer or for any delay in acting while waiting for these those instructions. The Rights Agent shall be fully authorized and protected in relying upon the most recent instructions received by any such officer. Any application by the Rights Agent for written instructions from the Company may, at the option of the Rights Agent, set forth in writing any action proposed to be taken taken, suffered or omitted to be taken by the Rights Agent with respect to its duties or obligations under this Plan Agreement and the date on and/or after which such action shall be taken or suffered or such omission shall be effective. The Rights Agent shall not be liable for any action taken or suffered by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified therein in such application (which date shall not be less than three (3) five Business Days after the date any such officer of the Company actually receives such application, unless any such officer shall have consented in writing to an earlier date) unless, prior to taking of any such action (or the effective date in the case of an omission), the Rights Agent shall have received written instructions in response to such application specifying the action to be taken taken, suffered or omittedomitted to be taken.

Appears in 1 contract

Samples: Rights Agreement (Micrel Inc)

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