Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 38 contracts
Samples: Rights Agreement (Oceaneering International Inc), Rights Agreement (Centerpoint Energy Inc), Rights Agreement (Reliant Resources Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, or its President or any Vice PresidentPresident and by its Treasurer or any Assistant Treasurer, or by its Secretary or any Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested to by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificate Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 34 contracts
Samples: Shareholder Rights Agreement (Avant Immunotherapeutics Inc), Shareholder Rights Agreement (Avant Immunotherapeutics Inc), Shareholder Rights Agreement (Dov Pharmaceutical Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights CertificatesRight Certificates may, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights . Any Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 31 contracts
Samples: Rights Agreement (Pitney Bowes Office Systems Inc), Rights Agreement (Florida East Coast Industries Inc), Rights Agreement (Sun Co Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agentcountersigned, either manually or by facsimile signaturefacsimile, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 27 contracts
Samples: Rights Agreement (American Residential Investment Trust Inc), Rights Agreement (Virage Inc), Rights Agreement (American Residential Investment Trust Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 22 contracts
Samples: Rights Agreement (Anchor Bancorp Wisconsin Inc), Rights Agreement (CF Industries Holdings, Inc.), Rights Agreement (United National Bancorp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 20 contracts
Samples: Rights Agreement (Family Dollar Stores Inc), Rights Agreement (Greektown Superholdings, Inc.), Rights Agreement (Greektown Superholdings, Inc.)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman the Chief Executive Officer, the President, any of the Board, its President Vice Presidents or any Vice Presidentthe Treasurer of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 19 contracts
Samples: Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.), Section 382 Rights Agreement (CNO Financial Group, Inc.)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 19 contracts
Samples: Rights Agreement (Alanco Technologies Inc), Preferred Shares Rights Agreement (Keravision Inc /Ca/), Preferred Shares Rights Agreement (Biopsys Medical Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, or its President or any Vice PresidentPresident and by its Treasurer or any Assistant Treasurer, or by its Secretary or any Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested to by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificate Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 14 contracts
Samples: Shareholder Rights Agreement (Harvard Apparatus Regenerative Technology, Inc.), Shareholder Rights Agreement (Harvard Apparatus Regenerative Technology, Inc.), Shareholder Rights Agreement (Zoll Medical Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 12 contracts
Samples: Rights Agreement (Questar Corp), Rights Agreement (Icu Medical Inc/De), Rights Agreement (O Reilly Automotive Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer (as specified above) of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 11 contracts
Samples: Rights Agreement (Talbert Medical Management Holdings Corp), Rights Agreement (Furon Co), Rights Agreement (Talbert Medical Management Holdings Corp)
Countersignature and Registration. (a) 5.1. The Rights Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its President or any Vice PresidentPresident and the Secretary or an Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agentcountersigned, either manually or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Rights Right Certificate may be signed on behalf of the Company Corporation by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company Corporation to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 10 contracts
Samples: Rights Agreement (Macropore Inc), Rights Agreement (Remec Inc), Rights Agreement (Datron Systems Inc/De)
Countersignature and Registration. (a) Countersignature. The Rights Certificates shall will be executed on behalf of the Company by one of its Chairman of Appropriate Officers, which execution will be attested to by such officers as the BoardBoard may designate, its President in each case by manual, facsimile or any Vice President, either manually or by facsimile other electronic signature, and shall will have affixed thereto the Company's ’s seal (if any) or a facsimile or other electronic copy thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall will be countersigned countersigned, by manual, facsimile or other electronic signature, by an authorized signatory of the Rights Agent, either manually or by facsimile signature, and shall but it will not be necessary for the same signatory to countersign all of the Rights Certificates. No Rights Certificate will be valid for any purpose unless so countersignedcountersigned by the Rights Agent. In case If any director or officer of the Company who shall have has signed or attested to any of the Rights Certificates shall cease ceases to be such director or officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Certificates nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed or attested to such Rights Certificates on behalf of the Company had not ceased to be such a director or officer of the Company; and any . Any Rights Certificate may be signed or attested to on behalf of the Company by any person who, at as of the actual date of the execution of such Rights Certificate, shall be is a proper director or officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an a director or officer.
Appears in 9 contracts
Samples: Rights Agreement (Vanda Pharmaceuticals Inc.), Preferred Stock Rights Agreement (Cue Health Inc.), Preferred Stock Rights Agreement (Zymeworks Delaware Inc.)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President President, Chief Financial Officer, Secretary or Treasurer, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary other authorized officer of the Company, either manually or by facsimile or other electronic signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, or other electronic signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed or attested any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed or attested such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed or attested on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign or attest such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 8 contracts
Samples: Rights Agreement (Veradigm Inc.), Rights Agreement (Veradigm Inc.), Stockholder Rights Agreement
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 8 contracts
Samples: Rights Agreement (Hoenig Group Inc), Rights Agreement (Southeastern Michigan Gas Enterprises Inc), Rights Agreement (Trenwick Group LTD)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 8 contracts
Samples: Rights Agreement (Berkley W R Corp), Rights Agreement (P&f Industries Inc), Rights Agreement (Mueller Industries Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 7 contracts
Samples: Rights Agreement (Motorcar Parts & Accessories Inc), Rights Agreement (Regeneron Pharmaceuticals Inc), Rights Agreement (Mine Safety Appliances Co)
Countersignature and Registration. (a) The Rights Right Certificates shall will be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall will have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall will be countersigned by the Rights Agent, either manually or by facsimile signature, and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be is a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 7 contracts
Samples: Rights Agreement, Rights Agreement (Sunpower Corp), Rights Agreement (Sunpower Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 7 contracts
Samples: Rights Agreement (Rf Micro Devices Inc), Rights Agreement (Insteel Industries Inc), Rights Agreement (Nexmed Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall will be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall will have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall will be countersigned by the Rights Agent, either manually or by facsimile signature, and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease ceases to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such an officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be is a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 6 contracts
Samples: Rights Agreement (Kb Home), Section 382 Rights Agreement (Howard Hughes Corp), Rights Agreement (Georgia Gulf Corp /De/)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; Company and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 6 contracts
Samples: Rights Agreement (Vari Lite International Inc), Rights Agreement (Vari Lite International Inc), Rights Agreement (Eagle Geophysical Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 6 contracts
Samples: Rights Agreement (Acclaim Entertainment Inc), Rights Agreement (Citizens Communications Co), Rights Agreement (Frontline Capital Group)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 6 contracts
Samples: Rights Agreement (Real Industry, Inc.), Rights Agreement, Rights Agreement (News Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 6 contracts
Samples: Rights Agreement (Eloyalty Corp), Rights Agreement (Eloyalty Corp), Rights Agreement (Navigant Consulting Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 6 contracts
Samples: Rights Agreement (Hussmann International Inc), Rights Agreement (Hussmann International Inc), Rights Agreement (Hussmann International Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, President or any Vice President, President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 6 contracts
Samples: Rights Agreement (Wicor Inc), Rights Agreement (Harley Davidson Inc), Rights Agreement (Gehl Co)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice other officer of the Company designated by the Chairman or President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, Certificate shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Quidel Corp /De/), Rights Agreement (Quidel Corp /De/), Rights Agreement (Ashworth Inc)
Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be countersigned by the Rights Agent, Agent either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates Right Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Rights CertificatesRight Certificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights . Any Right Certificate may be signed on behalf of the Company by any person who, at on the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Agreement (United Stationers Inc), Rights Agreement (Dairy Mart Convenience Stores Inc), Corrected Version Agreement (Grand Union Co /De/)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President President, any of its Vice Presidents or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Delphi Information Systems Inc /De/), Rights Agreement (Salton Inc), Rights Agreement (Lasersight Inc /De)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Donaldson Co Inc), Rights Agreement (Farmer Brothers Co), Rights Agreement (Ecolab Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Boardand Chief Executive Officer, its President and Chief Operating Officer or any Senior or Executive Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Central & South West Corp), Rights Agreement (Public Service Co of Oklahoma), Rights Agreement (Central & South West Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its the Chairman of the Boardits Board of Directors, its President President, its Secretary, or any Vice President, either manually or by facsimile signature, signature and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature counter- signature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Apw LTD), Rights Agreement (Cade Industries Inc), Rights Agreement (Apw LTD)
Countersignature and Registration. (a) 5.1 The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, or its President or any Vice PresidentPresident and by its Treasurer or any Assistant Treasurer, or by its Secretary or any Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested to by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificate Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Shareholder Rights Agreement, Shareholder Rights Agreement (Tweeter Home Entertainment Group Inc), Shareholder Rights Agreement (Tweeter Home Entertainment Group Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed under seal on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Rights Agent Rights Agreement (Mci Inc), Rights Agent Rights Agreement (Mci Inc), Shareholder Rights Agreement (Wyndham International Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President President, Chief Executive Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Payment Data Systems Inc), Amended Rights Agreement (Compumed Inc), Rights Agreement (Compumed Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (News Corp), Rights Agreement (Jakks Pacific Inc), Rights Agreement (Jakks Pacific Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Old Kent Financial Corp /Mi/), Rights Agreement (Computer Sciences Corp), Rights Agreement (Computer Sciences Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, Certificates nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Preferred Shares Rights Agreement (Red Lion Hotels CORP), Preferred Shares Rights Agreement (Pumatech Inc), Preferred Shares Rights Agreement (Threshold Pharmaceuticals Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which thereof that shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Guaranty Financial Group Inc.), Rights Agreement (Celera CORP), Rights Agreement (Forestar Real Estate Group Inc.)
Countersignature and Registration. (a) The Rights Certificates Each Warrant Certificate shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President Chief Financial Officer or any Vice Presidentother authorized officer, either manually manually, by facsimile or by facsimile some other form of electronic signature, and shall have affixed thereto the Company's seal or . Each Warrant Certificate (other than any Definitive Certificate issued pursuant to a facsimile thereofWarrant Exchange, which shall be attested by the Secretary or an Assistant Secretary not require a countersignature of the Company, either manually or by facsimile signature. The Rights Certificates Warrant Agent) shall be countersigned by the Rights AgentWarrant Agent either manually, either manually by facsimile or by facsimile signature, some other form of electronic signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Warrant Certificates shall cease to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Warrant Certificates may be countersigned by the Rights Agent and Warrant Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates Warrant Certificate had not ceased to be such officer of the Company; and any Rights Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Warrant Certificate, shall be a proper officer of the Company to sign such Rights Warrant Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 5 contracts
Samples: Warrant Agency Agreement (Guided Therapeutics Inc), Warrant Agency Agreement (Ascent Solar Technologies, Inc.), Warrant Agency Agreement (Ascent Solar Technologies, Inc.)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, either manually or by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights CertificateCertifi cate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Preferred Shares Rights Agreement (Rambus Inc), Rights Agreement (Synopsys Inc), Rights Agreement (Synopsys Inc)
Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Chef Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's Corporation’s seal or a facsimile thereof, thereof which shall be attested to by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be countersigned by the Rights Agent, Agent either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates Certificate shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery of the certificate by the CompanyCorporation, such Rights CertificatesCertificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates Certificate had not ceased to be such officer of the Company; and any Corporation. Any Rights Certificate may be signed on behalf of the Company Corporation by any person who, at on the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company Corporation to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (TSR Inc), Rights Agreement (TSR Inc), Rights Agreement (TSR Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, a Vice-President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Ciena Corp), Rights Agreement (Planetcad Inc), Rights Agreement (Coorstek Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President President, any of its Vice Presidents, or any Vice Presidentits Treasurer or Chief Financial Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (P Com Inc), Rights Agreement (Starmedia Network Inc), Rights Agreement (Starmedia Network Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer and President, its President Chief Financial Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Stockholder Rights Agreement (Alloy Inc), Stockholder Rights Agreement (Alloy Inc), Stockholder Rights Agreement (Curagen Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President President, its Chief Financial Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Logicvision Inc), Rights Agreement (Medicinova Inc), Rights Agreement (Clearwater Paper Corp)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President President, or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Heartland Bancshares Inc /In/), Rights Agreement (Biomet Inc), Rights Agreement (German American Bancorp)
Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company by its Chairman of the Board, its any President or any Senior or Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested to by the any Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be countersigned by the Rights Agent, Agent either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Rights CertificatesCertificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any . Any Rights Certificate may be signed on behalf of the Company by any person who, at on the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Geoworks /Ca/), Rights Agreement (Geoworks /Ca/), Rights Agreement (Penney J C Co Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Key Technology Inc), Rights Agreement (Key Technology Inc), Rights Agreement (Agritope Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agentcountersigned, either manually or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Facet Biotech Corp), Rights Agreement (Adam Inc), Rights Agreement (Trident Microsystems Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Edwards Lifesciences Corp), Rights Agreement (Federal Mogul Corp), Rights Agreement (Edwards Lifesciences Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its Chief Operating Officer, its Chief Financial Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Stockholders Rights Agreement (Danaos Corp), Stockholders Rights Agreement (Danaos Corp), Stockholders Rights Agreement (Safe Bulkers, Inc.)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Schulman a Inc), Rights Agreement (Unitrin Inc), Rights Agreement (Schulman a Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights CertificatesRight Certificates may, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights . Any Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Masco Corp /De/), Rights Agreement (Masco Corp /De/), Rights Agreement (Mascotech Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President Vice Chairman or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Marathon Oil Corp), Rights Agreement (Usx Corp), Rights Agreement (Usx Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Preferred Stock Rights Agreement (Fei Co), Preferred Stock Rights Agreement (Fei Co), Preferred Stock Rights Agreement (Centillium Communications Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Impsat Fiber Networks Inc), Rights Agreement (First American Corp /Tn/), Rights Agreement (LSB Bancshares Inc /Nc/)
Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company Corporation by its Chairman of the Board, its any President or any Senior or Executive Vice President, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof, thereof which shall be attested to by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be countersigned by the Rights Agent, Agent either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates Certificate shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery of the certificate by the CompanyCorporation, such Rights CertificatesCertificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Corporation. Any Rights Certificate may be signed on behalf of the Company Corporation by any person who, at on the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company Corporation to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Gyrodyne Co of America Inc), Rights Agreement (Vitalworks Inc), Rights Agreement (Vitalworks Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Certificates nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though through the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Ardent Software Inc), Rights Agreement (Natural Microsystems Corp), Rights Agreement (Natural Microsystems Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Treasurer or Secretary or an any Assistant Treasurer or Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Cambridge Technology Partners Massachusetts Inc), Rights Agreement (Cambridge Technology Partners Massachusetts Inc), Rights Agreement (Cambridge Technology Partners Massachusetts Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President President, Chief Executive Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Shareholder Rights Agreement (Sunlink Health Systems Inc), Shareholder Rights Agreement (Sunlink Health Systems Inc), Shareholder Rights Agreement (Sunlink Health Systems Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Sybron International Corp), Rights Agreement (Sybron International Corp), Rights Agreement (Sybron Dental Specialties Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (CPEX Pharmaceuticals, Inc.), Rights Agreement (Unitrin Inc), Rights Agreement (CPEX Pharmaceuticals, Inc.)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, either manually or by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Gartner Inc), Rights Agreement (Gartner Inc), Rights Agreement (Gartner Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall may have affixed thereto the Company's seal or a facsimile thereof, which shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights . Any Right Certificate may be signed on behalf of the Company by any person who, Person who at the actual date of the such execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although even though such person was not such an officer at the date of the execution of this Rights Agreement any such person was not such an officerAgreement.
Appears in 3 contracts
Samples: Rights Agreement (CalAmp Corp.), Rights Agreement (California Amplifier Inc), Rights Agreement (California Amplifier Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its President Chief Executive Officer, its President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Rights Right Certificate may be signed on behalf of the Company Corporation by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company Corporation to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Vintage Petroleum Inc), Agreement (Quicksilver Resources Inc), Rights Agreement (Home Stake Oil & Gas Co)
Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company Corporation by its Chairman of the BoardChief Executive Officer, its Chief Financial Officer, Secretary, President or any Vice Vice-President, either manually or by facsimile signature, and shall have affixed thereto the Company's Corporation’s seal or a facsimile thereof, thereof which shall be attested to by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be countersigned by the Rights Agent, Agent either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates Right Certificate shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery of the Right Certificate by the CompanyCorporation, such Rights CertificatesRight Certificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Corporation. Any Right Certificate may be signed on behalf of the Company Corporation by any person who, at on the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company Corporation to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (FXCM Inc.), Rights Agreement (FXCM Inc.), Rights Agreement (FXCM Inc.)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights AgentCorporation, either manually or by facsimile signature, and shall have affixed thereto the Corporation’s seal (if any) or a facsimile thereof. The Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person who signed such Rights Certificates on behalf of the Corporation had not ceased to be such officer of the CompanyCorporation; and any Rights Certificate may be signed on behalf of the Company Corporation by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company Corporation to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Shareholders Rights Agreement (Global Ship Lease, Inc.), Shareholders Rights Agreement (Seaspan CORP), Shareholders Rights Agreement (Seaspan CORP)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Hercules Offshore, L.L.C.), Rights Agreement (Hercules Offshore, Inc.), Rights Agreement (Syntroleum Corp)
Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company by its Chairman of the Board, its any President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested to by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be countersigned by the Rights Agent, Agent either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates Certificate shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the certificate by the Company, such Rights CertificatesCertificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any . Any Rights Certificate may be signed on behalf of the Company by any person who, at on the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Minerals Technologies Inc), Rights Agreement (Minerals Technologies Inc), Rights Agreement (Minerals Technologies Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal seal, if any, or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Corvel Corp), Rights Agreement (Corvel Corp), Preferred Shares Rights Agreement (Corvel Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Evergreen Bancorp Inc), Rights Agreement (Optelecom Inc), Rights Agreement (LNB Bancorp Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Section 382 Rights Agreement (Pulte Homes Inc/Mi/), Rights Agreement (Proassurance Corp), Section 382 Rights Agreement (Pulte Homes Inc/Mi/)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement, Rights Agreement (J C Penney Co Inc), Rights Agreement (J C Penney Co Inc)
Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, its President or any a Vice PresidentPresident and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile portable document format signature. The Rights Certificates shall be countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile or portable document format signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer. For the avoidance of doubt, upon the exercise of any Right, the Preferred Share ownership may be, subject to the Board’s ratification, reflected in Book Entry or by other electronic means of recordation commonly used by the Rights Agent to record ownership of the Company’s Common Shares or Preferred Shares.
Appears in 3 contracts
Samples: Tax Benefit Preservation Plan (Fitlife Brands, Inc.), Tax Benefit Preservation Plan (Enterprise Diversified, Inc.), Tax Benefit Preservation Plan
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Authentic Fitness Corp), Rights Agreement (Authentic Fitness Corp), Rights Agreement (Warnaco Group Inc /De/)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman chairman of the BoardBoard of Directors, its President president or any Vice Presidentvice president, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which thereof that shall be attested by the Secretary secretary or an Assistant Secretary assistant secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Orapharma Inc), Rights Agreement (Intersil Corp/De), Rights Agreement (Orapharma Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, Board or its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either Agent manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Illini Corp), Rights Agreement (CSB Financial Group Inc), Rights Agreement (CSB Financial Group Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman the President, any of the BoardVice Presidents, its President the Treasurer or any Vice Presidentthe Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Northwest Airlines Corp), Rights Agreement (Triton Energy LTD), Rights Agreement (Triton Energy Corp)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by any of its Chairman of the Board, its Vice Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall may have affixed thereto the Company's seal or a facsimile thereof, which shall be thereof attested to by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such an officer of the Company; and any Rights . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be who is a proper officer of the Company to sign such Rights CertificateRight Certificate as of the actual date of such execution, although even though such person was not a proper officer at the date of the execution of this Rights Agreement any such person was not such an officerAgreement.
Appears in 3 contracts
Samples: Rights Agreement (Sizzler International Inc), Rights Agreement (Cardiogenesis Corp /Ca), Rights Agreement (Coastcast Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, President, or any Vice President, Chairman or Executive Vice President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Sovereign Bancorp Inc), Rights Agreement (Sovereign Bancorp Inc), Rights Agreement (First Leesport Bancorp Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed signed on behalf of the Company by its Chairman of the Board, Board or its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any . Any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution signing of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution signing of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Penederm Inc), Rights Agreement (Watkins Johnson Co), Rights Agreement (Watkins Johnson Co)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights CertificatesCertificates may, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person individual who signed such Rights Certificates had not ceased to be such officer of the Company; and any . Any Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (National Vision Associates LTD), Rights Agreement (Suburban Lodges of America Inc), Rights Agreement (James River Coal CO)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, any Vice President or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Dominion Bridge Corp), Rights Agreement (Armstrong World Industries Inc), Rights Agreement (Armstrong World Industries Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Ramp Corp), Rights Agreement (Ramp Corp), Rights Agreement (Nuco2 Inc /Fl)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company Bank by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the CompanyBank's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyBank, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of Bank whose manual or facsimile signature is affixed to the Rights Right Certificates shall cease to be such officer of the Company Bank before countersignature by the Rights Agent and issuance and delivery by the CompanyBank, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Bank. Any Right Certificate may be signed on behalf of the Company Bank by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company Bank to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (NSS Bancorp Inc), Rights Agreement (NSS Bancorp Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of the Company or the Company's President, its President Chief Executive Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereofseal, which shall be attested by the Secretary, the Treasurer or any Assistant Secretary or an Assistant Secretary Treasurer of the Company, either manually or by shall bear a facsimile signaturethereof. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersignedcountersigned by the Rights Agent. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Chic by H I S Inc), Rights Agreement (Chic by H I S Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, Certificates nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Preferred Shares Rights Agreement (Retix), Rights Agreement (General Surgical Innovations Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually or by facsimile signature be countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.. (7)
Appears in 2 contracts
Samples: 4 Rights Agreement (Twin Disc Inc), 4 Rights Agreement (Twin Disc Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed signed or signed by facsimile on behalf of the Company by its the Chairman of or President and the Board, its President Secretary or any Vice President, either manually Treasurer or by facsimile signaturean Assistant Secretary or Assistant Treasurer, and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually manually, or by facsimile signaturewhere permitted, in facsimile, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates (either manually or by facsimile) shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates nevertheless may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Bancfirst Corp /Ok/), Rights Agreement (Oge Energy Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Mead Corp), Rights Agreement (Champion International Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President President, its Chief Executive Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (DynCorp International Inc), Rights Agreement (DynCorp International Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Briggs & Stratton Corp), Rights Agreement (Briggs & Stratton Corp)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, or any Vice PresidentChief Financial Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Sci Systems Inc), Rights Agreement (Staff Leasing Inc)
Countersignature and Registration. (a) 5.1. The Rights Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its President or any Executive Vice PresidentPresident and the Secretary or an Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agentcountersigned, either manually or by facsimile signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Rights Right Certificate may be signed on behalf of the Company Corporation by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company Corporation to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Washington Mutual Inc), Rights Agreement (Washington Mutual Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, President, or any Vice President, Chairman or Executive Vice President either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned manually by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Sovereign Bancorp Inc), Rights Agreement (Vist Financial Corp)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Senior Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Core Molding Technologies Inc), Rights Agreement (Universal Technical Institute Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President Chief Executive Officer, its President, any of its Vice Presidents or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person individual who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person individual who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person individual was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Trizetto Group Inc), Rights Agreement (Powerwave Technologies Inc)
Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President or any Vice PresidentManaging Director, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature, signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificate Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Chicago Mercantile Exchange Holdings Inc), Rights Agreement (Chicago Mercantile Exchange Holdings Inc)
Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, President, any of its President Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature, Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Volcano CORP), Rights Agreement (Volcano CORP)
