Common use of Countersignature and Registration Clause in Contracts

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 manually countersigned 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 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 24 contracts

Samples: Rights Agreement (Viasys Healthcare Inc), Rights Agreement (Fibermark Inc), Rights Agreement (Akamai Technologies Inc)

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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 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 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 (Recoton Corp), Rights Agreement (Bristol Retail Solutions Inc), Rights Agreement (Standard Microsystems Corp)

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 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 Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, 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 19 contracts

Samples: Rights Agreement (Homebase Inc), Rights Agreement (Ducommun Inc /De/), Rights Agreement (Sports Club 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 manually countersigned 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 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 17 contracts

Samples: Rights Agreement (SPS Technologies Inc), Rights Agreement (Unisource Worldwide Inc), Rights Agreement (Union Pacific Resources Group Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard or 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 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 manually countersigned by the Rights Agent 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 Certificates 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 15 contracts

Samples: Rights Agreement (Nfo Worldwide Inc), Rights Agreement (Anteon International Corp), Rights Agreement (Anchor Bancorp Wisconsin 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 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 manually countersigned by the Rights Agent 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 Certificates 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 15 contracts

Samples: Rights Agreement (Washington Group International Inc), Rights Agreement (Gliatech Inc), Rights Agreement (Cole National Corp /De/)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company by its Chairman of the Board, 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 manually 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 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 Certificates . 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 13 contracts

Samples: Rights Agreement (BFC Financial Corp), Rights Agreement (Premier Parks Inc), Rights Agreement (Us Industries Inc /De)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice PresidentAppropriate Officer, 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 manually countersigned by the Rights Agent 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, 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 Certificates had not ceased to be such officer of the Company; and any Rights Certificates 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 13 contracts

Samples: Tax Benefits Preservation Plan, Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan (Triumph Group Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 manually countersigned 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 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 12 contracts

Samples: Rights Agreement (Pozen Inc /Nc), Rights Agreement (Lifeline Holdings, Inc.), Rights Agreement (Boston Communications Group Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice PresidentAuthorized Officer, 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 Companyany other Authorized Officer, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent 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 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 12 contracts

Samples: Section 382 Rights Agreement (Schmitt Industries Inc), Section 382 Rights Agreement (Rubicon Technology, Inc.), Tax Asset Protection Plan (BioScrip, 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 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 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 11 contracts

Samples: Rights Agreement (Closure Medical Corp), Rights Agreement (Safeguard Scientifics Inc Et Al), Rights Agreement (Cmac Investment Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 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 Certificates 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 11 contracts

Samples: Rights Agreement (Intergraph Corp), Rights Agreement (Choicepoint Inc), 3 Rights Agreement (Equifax Ps Inc)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company Corporation by its Chairman of the Board, President or any 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 by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually 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 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 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 Certificates 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 10 contracts

Samples: Rights Agreement (Delphi Automotive Systems Corp), Rights Agreement (Westpoint Stevens Inc), Rights Agreement (Giga Information Group 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 any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the 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 Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificates 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 9 contracts

Samples: Shareholder Rights Agreement (Ryans Restaurant Group Inc), Shareholder Rights Agreement (Carolina First Corp), Shareholder Rights Agreement (One Price Clothing Stores 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 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 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 8 contracts

Samples: Rights Agreement (American Business Products Inc), Rights Agreement (Nova Corp \Ga\), Rights Agreement Rights Agreement (Southern Electronics Corp)

Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company by its Chairman of the Board, President, any Vice 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 Companyits Treasurer, either manually or by facsimile signature. The Each Rights Certificates Certificate shall be manually countersigned by the Rights Agent manually 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 Certificates 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 7 contracts

Samples: Rights Agreement (Saks Inc), Rights Agreement (Sonic Corp), Rights Agreement (Sonic Corp)

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, either manually countersigned or by facsimile, 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 Certificates 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 7 contracts

Samples: Rights Agreement (Mattson Technology Inc), Rights Agreement (Onvia Com Inc), Rights Agreement (Mattson Technology Inc)

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the BoardBoard and Principal Executive Officer, President or any Vice PresidentPresident and the Principal Financial Officer, 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 manually countersigned by an authorized signatory of the Rights Agent 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 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 6 contracts

Samples: Rights Agreement (Inmune Bio, Inc.), Rights Agreement (Inmune Bio, Inc.), Rights Agreement (Adma Biologics, 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 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 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 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 (Gibson Greetings Inc), Rights Agreement (Gibson Greetings Inc), Rights Agreement (Kaneb Services LLC)

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 signature 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 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 Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights 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 6 contracts

Samples: Rights Agreement (RCM Technologies Inc), Rights Agreement (RCM Technologies Inc), Rights Agreement (Contango ORE, Inc.)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Boardchairman, President its president or any Vice Presidenta vice 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 or treasurer, of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the 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 Certificates 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 (South Jersey Industries Inc), Rights Agreement (Tii Industries Inc), Rights Agreement (South Jersey Industries 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 ’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 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 Certificates . 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 5 contracts

Samples: Rights Agreement (Usa Technologies Inc), Rights Agreement (Florida East Coast Industries Inc), Rights Agreement (Nobel Learning Communities Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman the President of the Board, President or any Vice PresidentCompany, 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 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 Certificates 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 Plan any such person Person was not such an officer.

Appears in 5 contracts

Samples: Plan and Rights Agreement (Mathstar Inc), Tax Benefit Preservation Plan (Radian Group Inc), Tax Benefit Preservation Plan (Radian Group Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall will be executed on behalf of the Company by its Chairman of the BoardChairman, its Chief Executive Officer, 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 manually countersigned by the Rights Agent 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 Certificates 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 5 contracts

Samples: Rights Agreement (Air T Inc), Rights Agreement (AO Partners I, LP), Agreement (Air T Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 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 Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates 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 (FRP Properties Inc), Rights Agreement (Florida Rock Industries Inc), Rights Agreement (FRP Properties Inc)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company Corporation by its Chairman of the Board, 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 by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually 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 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 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 Certificates 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 5 contracts

Samples: Rights Agreement (Columbia Laboratories Inc), Rights Agreement (Technical Communications Corp), Rights Agreement (Gentiva Health Services 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 and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have has signed any of the Rights 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 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 . Any Rights Certificates 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 is 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 (Canyon Resources Corp), Rights Agreement (Mallon Resources Corp), Rights Agreement (Foster L B Co)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, Board or 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 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 Certificates 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 (First Coastal Corp), Shareholder Rights Agreement (Startec Global Communications Corp), Rights Agreement (Cybercash 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 of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company'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 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 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 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 (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/), Rights Agreement (U S Home Corp /De/)

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 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 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 an officer of the Company before countersignature by the Rights Agent and issuance issue and delivery by the Company, such the 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 the Rights Certificates had not ceased to be such an officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such the Rights Certificate, shall be a proper is an officer of the Company to sign such Rights CertificateCompany, although at even if on the date of the execution of this Rights Agreement any such that person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Valassis Communications Inc), Rights Agreement (Commonwealth Energy Corp), Rights Agreement (Valassis Communications 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, President or any 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 manually 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 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 Certificates 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 (Mediaone Group Inc), Rights Agreement (Calton Inc), Rights Agreement (Mediaone Group Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 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 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 (McData Corp), Rights Agreement (New Frontier Media Inc /Co/), Rights Agreement (Praecis Pharmaceuticals 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, 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 any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually 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 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 Certificates . 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 4 contracts

Samples: Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal Inc), Rights Agreement (Millers Mutual Fire Insurance Co)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company by its Chairman of the Board, 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 any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually 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 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 Certificates Right Certificate had not ceased to be such officer of the Company; and any Rights Certificates . 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 4 contracts

Samples: Rights Agreement (Resortquest International Inc), Rights Agreement (Wet Seal Inc), Rights Agreement (Wet Seal 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, 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 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 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 Certificates 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, Rights Agreement (Borland Software Corp), Rights Agreement (Park Electrochemical Corp)

Countersignature and Registration. (a) The Rights Right 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 Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the 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 Certificates . 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 (Chubb Corp), Rights Agreement (Chubb Corp), Rights Agreement (Chubb Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, 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 countersigned 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 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 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 (Unicom Corp), Rights Agreement (American Shared Hospital Services), Rights Agreement (Sportsmans Guide 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 manually countersigned 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 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 (Rural Metro Corp /De/), Rights Agreement (Furmanite Corp), Rights Agreement (Prolong International Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 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 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 3 contracts

Samples: Rights Agreement (American Precision Industries Inc), Rights Agreement (Columbus McKinnon Corp), Rights Agreement (American Precision Industries Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, the President or any Vice PresidentPresident of the Company, 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 manually or by 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 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 Certificates 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 (New Nisource Inc), Rights Agreement (New Nisource Inc), Rights Agreement (Nisource 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 ’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 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 Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, 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 (City National Corp), Rights Agreement (Spark Networks Inc), Rights Agreement (Chromavision Medical Systems Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President President, Chief Executive Officer 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 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 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; Company and any Rights 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 (Coachmen Industries Inc), Rights Agreement (Coachmen Industries Inc), Rights Agreement (Coachmen Industries Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, President Chief Executive Officer, 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 or the Treasurer or any Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned, either manually countersigned 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 or whose facsimile signature shall appear on 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 Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution signing 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 (Delphax Technologies Inc), Share Rights Agreement (Dakota Growers Restructuring Co Inc), Rights Agreement (Rimage Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard and President, President or any Vice PresidentPresident of the Company, 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 countersigned 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 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 (Mid America Bancorp/Ky/), Rights Agreement (Mid America Bancorp/Ky/), Rights Agreement (Videolan Technologies Inc /De/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President 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 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 manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any If an officer of the Company who shall have signed signs any of the Rights Certificates shall cease and then ceases 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, 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 an officer of the Company; and any . Any Rights Certificates may be signed on behalf of the Company by any person who, who is a proper officer of the Company to sign such Rights Certificate 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 (Brown & Brown Inc), Rights Agreement (Romac International Inc), Rights Agreement (Brown & Brown 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 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 Certificates 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 Shares Rights Agreement (Ligand Pharmaceuticals Inc), Rights Agreement (Informix Corp), Preferred Shares Rights Agreement (Ligand Pharmaceuticals Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman or Vice Chairman of the Board, its President or any Vice President, and by its Treasurer or Assistant Treasurer, its Secretary or Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's ’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 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 Certificates 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 (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De), Preferred Stock Rights Agreement (Genesis Microchip Inc /De)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, 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 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 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 or 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 Certificates 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 (Internet Security Systems Inc/Ga), Rights Agreement (Concurrent Computer Corp/De), Rights Agreement (Internet Security Systems Inc/Ga)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company manually or by its facsimile signature by the Chairman of the Board, the President or any Vice President, either manually or by facsimile signature, President and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the 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 manually 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 Certificates 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 (Alexion Pharmaceuticals Inc), Rights Agreement (Quaker State Corp), Rights Agreement (Quaker State Corp)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 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 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 (Marcam Solutions Inc), Rights Agreement (Marcam Solutions Inc), Rights Agreement (Marcam Solutions Inc)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, 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 any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually 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 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 Certificates Right Certificate had not ceased to be such officer of the Company; and any Rights Certificates . 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 3 contracts

Samples: Rights Agreement (Iparty Corp), Rights Agreement (Iparty Corp), Rights Agreement (Iparty 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, 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 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 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 (Staples Inc), Rights Agreement (Thermo Electron Corp), Rights Agreement (Thermo Electron Corp)

Countersignature and Registration. (a) The Each Rights Certificates Certificate shall be executed on behalf of the Company by its Chairman of the Board, 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 Each Rights Certificates Certificate shall be manually 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 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 Certificates 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 (Lca Corp), Rights Agreement (Moore Medical Corp), Rights Agreement (Moore Medical Corp)

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, President 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 manually countersigned 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 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: Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (dELiAs, Inc.), Stockholder Rights Agreement (Coley Pharmaceutical Group, Inc.)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company Company, manually or by its facsimile, by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President, either manually or by facsimile signature, the Chief Financial Officer and shall have affixed thereto the Company's seal or a facsimile thereof, which shall be attested also 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 manually 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 Certificates 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 (Syniverse Holdings Inc), Rights Agreement (Domtar CORP), Rights Agreement (Bairnco Corp /De/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, President its 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, if any, 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 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 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 (Optical Sensors Inc), Rights Agreement (Fargo Electronics Inc), Rights Agreement (Fargo Electronics Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman Chairman, Chief Executive Officer, President, any of the Boardits Vice Presidents, President or any Vice PresidentTreasurer, either manually or by facsimile signature, and shall have affixed thereto the Company'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 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 Certificates 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 (Citation Corp /Al/), Rights Agreement (Citation Corp /Al/)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President 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 Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has 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 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 Certificates 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 (Nci Building Systems Inc), Rights Agreement (Nci Building Systems Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman Chairman, Chief Executive Officer, President, any of the Boardits Vice Presidents, President or any Vice PresidentTreasurer, either manually or by facsimile signature, and shall have affixed thereto the Company'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 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 Certificates 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 Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.Company

Appears in 2 contracts

Samples: Rights Agreement (Birmingham Steel Corp), Rights Agreement (Birmingham Steel 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 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 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 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 2 contracts

Samples: Rights Agreement (Dover Downs Gaming & Entertainment Inc), Rights Agreement (Dover Downs Gaming & Entertainment Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer, 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 thereof 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 and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has 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 Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued 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 Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights CertificateRight Certificate is signed, 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 2 contracts

Samples: Rights Agreement (Nordson Corp), Rights Agreement (Nordson Corp)

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Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, the President of the Company, or any Executive Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company'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 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 Certificates 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 (Hubbell Inc), Rights Agreement (Hubbell Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer, President, or any Executive Vice President, 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 countersigned 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 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 (Usbancorp Inc /Pa/), Rights Agreement (Old Guard Group Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company Corporation by its Chairman of the BoardChief Executive Officer, President, any Vice President or any Vice PresidentTreasurer, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof, thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent manually 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 had not ceased to be such officer of the CompanyCorporation; and any Rights Certificates 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 2 contracts

Samples: Rights Agreement (Investors Title Co), Rights Agreement (Investors Title Co)

Countersignature and Registration. (a) The Rights Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer or any Vice PresidentChief Financial Officer, 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 Warrant Certificates shall be manually countersigned by the Rights Warrant Agent either manually or 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 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 Warrant Certificates, nevertheless, 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 Certificates 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 Warrant Agreement any such person was not such an officer.

Appears in 2 contracts

Samples: Warrant Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer, 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 thereof 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 and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has 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 Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued 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 Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights CertificateRight Certificate is signed, 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 2 contracts

Samples: Rights Agreement (Nordson Corp), Rights Agreement (Nordson Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall will 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 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 manually countersigned by the Rights Agent 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 Certificates 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 2 contracts

Samples: Rights Agreement (Brush Engineered Materials Inc), Rights Agreement (Brush Engineered Materials 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 Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall may have affixed thereto the Company's ’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 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 Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, 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 2 contracts

Samples: Rights Agreement (CSK Auto Corp), Rights Agreement (Ameron International Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company manually or by its facsimile signature by the Chairman of the Board, President the Chief Executive Officer or any Vice President, either manually or by facsimile signature, President and shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof which shall be attested by the Secretary, the Acting 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 manually 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 Certificates 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 (WABCO Holdings Inc.), Rights Agreement (WABCO Holdings Inc.)

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by any one of its Chairman of the Board, President or any Vice PresidentAppropriate Officers, either manually manually, or by facsimile signature or other electronic signature, and shall have affixed thereto the Company's seal (if any) or a facsimile or other electronic copy thereof, which . The Rights Certificates shall be attested by the Secretary or an Assistant Secretary of the Companybe, either manually or by facsimile signature. 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 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 Certificates 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: Shareholders Rights Agreement (Icon Energy Corp), Shareholders Rights Agreement (Icon Energy 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 or any Vice President, either manually or by facsimile fac simile 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 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 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 Certificates may be signed on behalf of the Company by any person persons 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 (Cutco Industries Inc), Rights Agreement (Cutco Industries 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, which and shall be attested by the Secretary Clerk or an Assistant Secretary Clerk of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the 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 Certificates 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 (Genzyme Corp), Rights Agreement (Genzyme 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, 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 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 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 2 contracts

Samples: Rights Agreement (Coast Distribution System Inc), Rights Agreement (National Healthcare Corp)

Countersignature and Registration. (a) 5.1 The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President 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, 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 and shall not be valid for any purpose unless so countersigned. In 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 Certificates 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 (Keller Manufacturing Co), Rights Agreement (Keller Manufacturing Co)

Countersignature and Registration. (a1) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President, any Executive Vice 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 manually countersigned 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 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 (Standex International Corp/De/), Rights Agreement (Standex International Corp/De/)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Boardchairman, President its president or any Vice Presidenta 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 secretary, or an Assistant Secretary assistant secretary or treasurer, of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the 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 Certificates 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 (Crown Holdings Inc), Rights Agreement (Crown Holdings Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the 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 Certificates 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 (North Pittsburgh Systems Inc), Rights Agreement (North Pittsburgh Systems Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 manually countersigned 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 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.Rights

Appears in 2 contracts

Samples: Rights Agreement (Analog Devices Inc), Rights Agreement (Analog Devices 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 either manually countersigned or by facsimile 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 Certificates 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 (Packeteer Inc), Rights Agreement (Northstar Neuroscience, 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, 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 manually countersigned by an authorized signatory of the Rights Agent 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 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 2 contracts

Samples: Rights Agreement (RCM Technologies Inc), Rights Agreement (CSS 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 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 manually, or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent Agent, manually, 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 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 (Barry R G Corp /Oh/), Rights Agreement (Barry R G Corp /Oh/)

Countersignature and Registration. (a) 5.1. 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 manually countersigned 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 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 (Penn National Gaming Inc), Rights Agreement (Penn National Gaming Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any Vice PresidentAuthorized Officer, 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 Companyany Authorized Officer, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer Authorized Officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer Authorized 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 Authorized Officer of the Company; and any Rights 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 Authorized 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 officerAuthorized Officer.

Appears in 2 contracts

Samples: Rights Agreement (Abraxas Petroleum Corp), Rights Agreement (CLST Holdings, Inc.)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company Corporation by its Chairman of the Board, President or any 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 by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually 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 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 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 Certificates 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 2 contracts

Samples: Rights Agreement (Cosi Inc), Rights Agreement (Cosi Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, 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 manually countersigned 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 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 (Hybridon Inc), Rights Agreement (Hybridon Inc)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company manually or by its Chairman facsimile signature by the Chair man of the Board, the President or any Vice President, either manually or by facsimile signature, President 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 Companyany As sistant Secretary, either manually or by facsimile signaturesigna ture. The Rights Right Certificates shall be manually countersigned by the Rights Agent manually 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 counter signature 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 Certificates 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 (Owens Corning), Rights Agreement (Owens Corning)

Countersignature and Registration. (a) The Rights Certificates Each Right Certificate shall be executed on behalf of the Company by its Chairman of the Board, 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 any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates Each Right Certificate shall be manually 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 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 be-such officer of the Company; and any Rights Certificates . 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 2 contracts

Samples: Rights Agreement (Pathogenesis Corp), Rights Agreement (Pathogenesis Corp)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President its 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 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, either manually countersigned 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 individual who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates 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 (HCI Group, Inc.), Rights Agreement (United Insurance Holdings Corp.)

Countersignature and Registration. (a) 5.1. The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, President or the Chief Financial Officer, the President, any Vice President, either manually the Treasurer, any Assistant Treasurer, the Secretary or by facsimile signatureany Assistant Secretary or any other authorized officer of the Company, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, which and shall be attested by the Secretary or an any Assistant Secretary of the CompanyCompany or by such other officers as the Board may designate, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned, either manually countersigned or by facsimile or other electronic signature, by an authorized signatory of the Rights Agent and Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall 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 Certificates 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 Plan any such person was not such an officer.

Appears in 2 contracts

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

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardChief Executive Officer, President or any Vice President, either manually or by facsimile signature, Chief Financial Officer 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 manually countersigned 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 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 Certificates 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 (NBT Bancorp Inc), Rights Agreement (Array Biopharma 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 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 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 Rights 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.Rights

Appears in 2 contracts

Samples: Rights Agreement (Miix Group Inc), Rights Agreement (Miix Group 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 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 Certificates Certificate 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 2 contracts

Samples: Rights Agreement (Forgent Networks Inc), Rights Agreement (Forgent Networks 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, 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 manually countersigned counter-signed 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 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; Company and any Rights 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 2 contracts

Samples: Rights Agreement (Castle a M & Co), Rights Agreement (Kellwood Co)

Countersignature and Registration. (a) The Rights Right --------------------------------- Certificates shall be executed on behalf of the Company manually or by its facsimile signature by the Chairman of the Board, the President or any Vice President, either manually or by facsimile signature, President and shall have affixed thereto the Company's seal or a facsimile thereof, thereof which shall be attested by the 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 manually 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 counter-signature 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 Certificates 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 (Guarantee Life Companies Inc), Rights Agreement (Guarantee Life Companies Inc)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, 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 of the Company, either manually or by facsimile signature. 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 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 Certificates 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 (Claremont Technology Group Inc), Rights Agreement (Northwest Pipe Co)

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, President or any 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 or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the 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 Certificates 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 (Chindex International Inc), Rights Agreement (Chindex International 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, 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 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 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: Stockholder Rights Agreement (Om Group Inc), Stockholder Rights Agreement (Om Group Inc)

Countersignature and Registration. (a) The Rights Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board, President Chief Executive Officer or any Vice PresidentChief Financial Officer, 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 Warrant Certificates shall be manually countersigned by the Rights Warrant Agent either manually or 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 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 Warrant Certificates, nevertheless, 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 Certificates 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 2 contracts

Samples: Warrant Agreement (Seattle Genetics Inc /Wa), Warrant Agreement (Immunomedics 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 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 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 2 contracts

Samples: Rights Agreement (Safety Kleen Corp/), Rights Agreement (Safety Kleen Corp/)

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, Chief Executive Officer, 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 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 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 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 Certificates 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 (Z Tel Technologies Inc), Rights Agreement (Z Tel Technologies Inc)

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