Common use of Countersignature and Registration Clause in Contracts

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 56 contracts

Samples: Rights Agreement (Stratasys Inc), Rights Agreement (Cephalon Inc), Rights Agreement (Discovery Holding CO)

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Countersignature and Registration. (a) The Right Certificates shall will be executed on behalf of the Company by the its Chairman, its President of the Companyor any Vice President, either manually or by facsimile signature, shall and will have affixed thereto the Company's seal or a facsimile thereof and shall which will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The 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 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 16 contracts

Samples: Rights Agreement (Flowers Foods Inc), Rights Agreement (Smucker J M Co), Rights Agreement (Enpro Industries Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 12 contracts

Samples: Rights Agreement (Crossroads Systems Inc), Rights Agreement (Cheniere Energy Inc), Rights Agreement (United Online Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 10 contracts

Samples: Rights Agreement (Ufp Technologies Inc), Rights Agreement (Vanda Pharmaceuticals Inc.), Rights Agreement (Selectica Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President or any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually or by facsimile signature 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 Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company authorized to sign such Right Rights 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: Rights Agreement (Exactech Inc), 1998 Preferred Stock Purchase Rights Agreement (CHS Electronics Inc), Rights Agreement (Railamerica Inc /De)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President Chief Executive Officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 7 contracts

Samples: Rights Agreement (Valmont Industries Inc), Rights Agreement (Quanta Services Inc), Rights Agreement (Ballantyne of Omaha Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its President of the Companyor any Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right 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 (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its President of the Companyor any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right 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 (Investors Financial Services Corp), Rights Agreement (Cytyc Corp), Rights Agreement (Perseptive Biosystems Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 5 contracts

Samples: Rights Agreement (Elite Pharmaceuticals Inc /Nv/), Rights Agreement (Image Entertainment Inc), Rights Agreement (United Online Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer, or its President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right 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 (El Capitan Precious Metals Inc), Rights Agreement (Lakes Gaming Inc), Rights Agreement (El Capitan Precious Metals Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, either its President or any of its Vice Presidents, manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Companyor an Assistant Secretary, either manually or by facsimile signaturefacsimile. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer (as specified above) of the Company to sign such 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 (Us Energy Corp), Rights Agreement (Us Energy Corp), Rights Agreement (Online Power Supply Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Alteva, Inc.), Rights Agreement (Alteva, Inc.), Rights Agreement (iGo, Inc.)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President Chairman and Chief Executive Officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 4 contracts

Samples: Plan Rights Agreement (Tenneco Inc /De), Qualified Offer Plan Rights Agreement (Tenneco Packaging Inc), Qualified Offer Plan Rights Agreement (Tenneco Packaging Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer or its President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually or by facsimile signature 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 Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company authorized to sign such Right Rights Certificate, although at the date of the execution of this Agreement Rights Plan any such Person person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Ameripath Inc), Rights Agreement (Quest Education Corp), Preferred Share Purchase Rights Plan (Pediatrix Medical Group Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The 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 countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 4 contracts

Samples: Rights Agreement (Kankakee Bancorp Inc), Rights Agreement (Heartland Financial Usa Inc), Rights Agreement (Landmark Bancorp Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chief Executive Officer, its President, its Chief Financial Officer or any Vice President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right 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 (CNS Inc /De/), Rights Agreement (Arctic Cat Inc), Rights Agreement (RTW Inc /Mn/)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its President or any Vice President, either manually or by facsimile signature, and by the President Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signaturethereof. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right Certificates, nevertheless, 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 through the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right 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 (Innovasive Devices Inc), Rights Agreement (Micrion Corp /Ma/), Rights Agreement (Friendly Ice Cream Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be either manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (PharMerica CORP), Rights Agreement (Lear Corp), Rights Agreement (Quixote Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, ’s Chief Executive Officer either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or facsimile countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Theravance Biopharma Cayman Holdings, Inc.), Rights Agreement (Theravance Biopharma, Inc.), Rights Agreement (Theravance Biopharma, Inc.)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 3 contracts

Samples: Rights Agreement (Inspire Pharmaceuticals Inc), Rights Agreement (Cardium Therapeutics, Inc.), Rights Agreement (Inspire Pharmaceuticals Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President or any Vice President, either manually or by facsimile signature, shall and may have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the its Secretary of the Companyor any Assistant Secretary, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 Right 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 person who signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any Person who, person who at the actual date of the such execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although even though such person was not such an officer at the date of the execution of this Agreement any such Person was not such an officerAgreement.

Appears in 3 contracts

Samples: Rights Agreement (Document Sciences Corp), Rights Agreement (Biolase Technology Inc), Rights Agreement (Document Sciences Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary any other officer of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or by facsimile countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 2 contracts

Samples: Section 382 Rights Agreement (Navidea Biopharmaceuticals, Inc.), Section 382 Rights Agreement (Gannett Co., Inc.)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its President of the Companyor a Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer (as specified above) of the Company to sign such 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 (Wynns International Inc), First Amended Rights Agreement (Wynns International Inc)

Countersignature and Registration. (a) 5.1. The Right Certificates shall be executed on behalf of the Company Corporation by its President or any Vice President and the President of the CompanySecretary or an Assistant Secretary, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The 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 Corporation who shall have signed any of the Right Certificates shall cease ceases to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the Person who signed such Right Certificates had not ceased to be such officer of the Company; and any Corporation. Any Right Certificate may be signed on behalf of the Company Corporation by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Agreement any such that Person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Depomed Inc), Rights Agreement (Thoratec Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman or Vice Chairman of the CompanyBoard of Directors, its President or any Vice President and by its Treasurer, any Assistant Treasurer, Secretary or any Assistant Secretary, either manually or by facsimile electronic signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof and which shall be attested to by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile electronic signature. The Right Certificates shall be countersigned, either manually countersigned or by electronic signature, by an authorized signatory of the Rights Agent and shall not be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have signed any of the 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 Right Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such 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: Stockholder Rights Agreement (Rapid Micro Biosystems, Inc.), Stockholder Rights Agreement

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman, Chief Executive Officer, President, or any Vice President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Company, either manually or by facsimile signature. The 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 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution signing of such Right Certificate, shall be a proper officer of the Company to sign such 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 (Minntech Corp), Rights Agreement (Bemis Co Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board or any Vice President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 2 contracts

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

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President, any of its Vice Presidents or its Treasurer either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Colorado Medtech Inc), Rights Agreement (Seamed Corp)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President of the Companyany Authorized Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof and which shall be attested by the Secretary of the Companyany Authorized Officer, either manually or by facsimile signature. The Right 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 Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 2 contracts

Samples: Rights Agreement (Ryland Group Inc), Rights Agreement (Youbet Com Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, ’s Chief Executive Officer either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 2 contracts

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

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President any one of its Chairman of the CompanyBoard, either manually its Chief Executive Officer, its President, its Chief Financial Officer or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof any of its Vice Presidents and shall be attested by the Secretary of the Companyor Assistant Secretary, either manually or by facsimile signature. The 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 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution signing of such Right Certificate, shall be a proper officer of the Company to sign such 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 (Secure Computing Corp), Rights Agreement (Secure Computing Corp)

Countersignature and Registration. (a) The Right Certificates shall will be executed on behalf of the Company by the its President, any Executive Vice President of the Companyor any Vice President, either manually or by facsimile signature, shall and will have affixed thereto the Company's seal or a facsimile thereof and shall which will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The 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 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be is a proper officer of the Company to sign such 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 (Allen Telecom Inc), Rights Agreement (Allen Telecom Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually or by facsimile signature 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 Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company authorized to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (All American Semiconductor Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chief Executive Officer, President, Chief Financial Officer, Secretary or Treasurer, any Vice President, and Assistant Secretary or any other authorized officer of the Company, either manually or by facsimile or other electronic signature, shall have affixed thereto the Company's seal or a facsimile thereof and . The Rights Certificates shall be attested by the Secretary of the Company, either countersigned manually or by facsimile signature. The Right Certificates shall be manually countersigned or other electronic signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any authorized officer of the Company who shall have signed or attested any of the Right Rights Certificates shall cease to be such an authorized officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right 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 or attested such Right Rights Certificates had not ceased to be such an authorized officer of the Company; and any Right Certificate Rights Certificates may be signed or attested on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper an authorized officer of the Company to sign or attest such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an authorized officer.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Stratus Properties Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.proper

Appears in 1 contract

Samples: Rights Agreement (Collateral Therapeutics Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company Corporation by the President of the CompanyCorporation, either manually or by facsimile signature, shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof and shall be attested by the Secretary or Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right 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 Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Right Certificate may be signed on behalf of the Company Corporation by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (American Management Systems Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer, its President, any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Reynard Motorsport Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually or by facsimile countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Metalico Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President or any Vice President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary or Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Discovery Communications, Inc.)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, President or any Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.the

Appears in 1 contract

Samples: Rights Agreement (Cleveland Cliffs Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President Chairman of the Board and Chief Executive Officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Qualified Offer Plan (Wilshire Enterprises Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Palm Harbor Homes Inc /Fl/)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, President or any Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Eastern Co)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President or any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Maxwell Technologies Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its President or any of the Companyits Vice Presidents, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer (as specified above) of the Company to sign such Right CertificateCertifi- cate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Southwest Gas Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its President of the Companyor any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement Agreement (Analysts International Corp)

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Countersignature and Registration. (a) The Right Certificates Any Rights Certificates shall be executed on behalf of the Company by its president, a vice president, the President chief executive officer, the chief operating officer, the chief financial officer, the chairman of the Companyboard, either manually or by facsimile signaturethe vice chairman of the board (each, shall have affixed thereto the Company's seal or a facsimile thereof and an “ Authorized Officer”), shall be attested by the Secretary secretary, assistant secretary or any other Authorized Officer of the Company, either manually and shall have affixed thereto the Company’s seal (if any) or a facsimile or other recorded electronic form thereof. The signature of any of these officers on the Rights Certificates may be manual, facsimile or other recorded electronic form. The Rights Certificates shall be countersigned (whether manually, by facsimile signature. The Right Certificates shall be manually countersigned or other recorded electronic form) by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer officer of the Company who shall have signed any of the Right Certificates Rights Certificates shall cease to be such officer officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right CertificatesRights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect effect as though the Person who signed such Right Certificates Rights Certificates had not ceased to be such officer officer of the Company; and any Right Certificate Rights Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right CertificateRights Certificate, shall be a proper officer officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company Corporation by the President its Chairman of the CompanyBoard and Chief Executive Officer, its President, any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Right Certificate may be signed on behalf of the Company Corporation by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (American Oncology Resources Inc /De/)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chief Executive Officer, its President of the Companyor any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right 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 If any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Resolve Staffing Inc)

Countersignature and Registration. (a) The Right Certificates shall will be executed on behalf of the Company by the President any two authorized officers of the Company, either manually including but not limited to the Executive Chairman, Chairperson or by facsimile signatureVice Chairperson of the Board, shall have affixed thereto Chief Executive Officer, a President, the Company's seal Treasurer, any Assistant Treasurer, the Secretary or a facsimile thereof and shall be attested by the any Assistant Secretary of the Company, either manually or by facsimile or other electronic signature, and will have affixed thereto the Company’s seal or a facsimile thereof. The Upon written request by the Company, the Right Certificates shall will be manually countersigned by an authorized signatory of the Rights Agent and Agent, either manually or by facsimile or other electronic signature, 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 Right Certificates shall cease ceases to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Right Certificates had not ceased to be such an officer of the Company; and 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 Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Tax Asset Preservation Plan (WeWork Inc.)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its President of the Companyor any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person individual was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Wicor Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its President of the Companyor any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be thereof, attested by the Secretary or any Assistant Secretary of the Company, either manually or by shall bear a facsimile signaturethereof. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersignedcountersigned (manually or by facsimile) by the Rights Agent. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any . 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Schnitzer Steel Industries Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard of Directors, or its President or any Vice President and by its Treasurer or any Assistant Treasurer, or by its Secretary or any Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof and which shall be attested to by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent and shall not be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have signed any of the 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 Right Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.an

Appears in 1 contract

Samples: Shareholder Rights Agreement (Interstate Hotels Co)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer or its President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent for purposes of authorization only and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Rainforest Cafe Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, 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 and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any If the officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by Agent, the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right the Rights Certificates had not ceased to be such an officer of the Company; Company and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date date, of the execution of such Right Certificate, the Rights Certificate shall be a proper officer of the Company to sign such Right CertificateCompany, although at the date of the execution of this Rights Agreement any such Person the person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Thomas Industries Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Chief Executive Officer, its President, its Chief Financial Officer, or any of its Vice Presidents, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.,

Appears in 1 contract

Samples: Rights Agreement (Unb Corp/Oh)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its President of the Companyor any Vice President and its Treasurer or any Assistant Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof and thereof. The Rights Certificates shall be attested by the Secretary of the Companycountersigned, either manually or by facsimile signature. The Right Certificates shall be manually countersigned , by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Teradyne Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President any officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right . Any Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (I2 Technologies Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its President, any of its Vice Presidents or its Treasurer either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof signature and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent for purposes of authorization only and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Virtualfund Com Inc)

Countersignature and Registration. (a) a. The Right Certificates shall be executed on behalf of the Company by the President Chief Executive Officer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Valmont Industries Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman, President of the Companyor any Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's ’s seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Surewest Communications)

Countersignature and Registration. (a) The Class A Right Certificates shall be executed on behalf of the Company by the President any one of the Companyits Chief Executive Officer, either manually its President, its Chief Financial Officer or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary any of the Companyits Vice Presidents, either manually or by facsimile signature. The Class A 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 Class A 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 Class A 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 Class A Right Certificates had not ceased to be such officer of the Company; and any Class A Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution signing of such Class A Right Certificate, shall be a proper officer of the Company to sign such Class A Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Share Rights Agreement (Rural Cellular Corp)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, its Vice Chairman of the Board or its President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Norstan Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President of the Companyany Appropriate Officer, either manually or by facsimile electronic signature, and shall have affixed thereto the Company's ’s seal or a facsimile an electronic copy thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile electronic signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by electronic signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right 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 Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 1 contract

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

Countersignature and Registration. (a) The Right ---------------------------------- Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Chief Executive Officer, the President or any Vice President and also by the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary of the Company, either manually or by facsimile signatureany Assistant Secretary. The 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 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Hancock John Financial Services Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard or its President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually or by facsimile signature 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 Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company authorized to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Mansur Industries Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The 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 countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Ascent Media CORP)

Countersignature and Registration. (a1) The Right Rights Certificates shall be executed under seal on behalf of the Company by the President its Chairman of the CompanyBoard, its President or any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary Treasurer or any Assistant Treasurer of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned by an authorized signatory of 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 Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Renewed Rights Agreement (Houghton Mifflin Co)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President its Chairman of the CompanyBoard, Chief Executive Officer, President or any Vice President either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Treasurer, an Assistant Treasurer, the Corporate Secretary or an Assistant Corporate Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Chorus Communications Group LTD)

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the President of the Companyany Authorized Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof and which shall be attested by the Secretary of the Companyany Authorized Officer, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, either manually countersigned or by facsimile signature by the Rights Agent 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 Right 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 Right 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 Right Rights Certificates had not ceased to be such officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Sirius Xm Radio Inc.)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman, President of the Companyor any Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof and which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Roseville Communications Co)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, 's Chief Executive Officer either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Theravance Inc)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Companyits Chairman, either manually Chief Executive Officer, President, or by facsimile signatureany Vice President, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Company, either manually or by facsimile signature. The 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 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 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution signing of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Amended and Restated Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Dakota Growers Restructuring Co Inc)

Countersignature and Registration. (a) The Right Rights Certificates shall be duly executed on behalf of the Company by the President of the Companyany Appropriate Officer, either manually or by facsimile electronic signature, and shall have affixed thereto the Company's ’s seal or a facsimile an electronic copy thereof and which shall be attested to by the Secretary of the Companyan Appropriate Officer, either manually or by facsimile electronic signature. The Right Rights Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by electronic signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Appropriate Officer who shall have signed any of the Right Rights Certificates shall cease to be hold such officer office of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Rights Certificates had not ceased to be hold such officer office of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer an Appropriate Officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Tax Benefits Preservation Plan (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its President of the Companyor any Vice President, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof thereof, as applicable, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the 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 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 Right Certificates had not ceased to be such officer of the Company; and 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 Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such Person person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Analysts International Corp)

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the President of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof and shall be attested by the Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature countersigna- ture by the Rights Agent and issuance and delivery by the Company, such 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 Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such an officer.

Appears in 1 contract

Samples: Rights Agreement (Bombay Company Inc)

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