Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller 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 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 17 contracts
Samples: Stockholder Rights Agreement (Lamalie Associates Inc), Rights Agreement (Emcor Group Inc), Rights Agreement (Ims Health Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Chief Financial 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 or an any 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, 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 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 10 contracts
Samples: Rights Agreement (Nutrition 21 Inc), Rights Agreement (Onesource Information Services Inc), Rights Agreement (Netsilicon Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Presidentits Chief Executive Officer, its President or any of the Vice Presidents, the Treasurer President (or the Controller more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 10 contracts
Samples: 382 Rights Agreement (GlassBridge Enterprises, Inc.), 382 Rights Agreement (Imation Corp), 382 Rights Agreement (Horizon Lines, Inc.)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Vice Chairman, its Chief Executive Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 10 contracts
Samples: Section 382 Rights Agreement (Cohen & Co Inc.), Section 382 Rights Agreement (Comstock Holding Companies, Inc.), Section 382 Rights Agreement (Institutional Financial Markets, Inc.)
Countersignature and Registration. (a) The Right Rights Certificates shall will be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall will have affixed thereto the Company's seal or a facsimile thereof, and shall will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall will be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has signed any of the Right Rights Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 is 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 was not such an officer.
Appears in 8 contracts
Samples: Execution (American Freightways Corp), Execution (American Freightways Corp), Rights Agreement (American Freightways Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, 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 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 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 8 contracts
Samples: Rights Agreement (Us Concrete Inc), Rights Agreement (Encore Acquisition Co), Rights Agreement (Devry Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 countersigned manually countersigned or by facsimile signature by the Rights Agent or the registrar or co-registrar for the Common Stock (the "Registrar") and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent or the Registrar and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and or the Registrar, 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 8 contracts
Samples: Shareholder Protection Rights Agreement (New Ralcorp Holdings Inc), Rights Agreement (Brown Group Inc), Rights Agreement (Brown Group Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsChief Executive Officer, the President, any of the Vice Presidents, Presidents or the Treasurer or the Controller 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 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 Rights Agreement any such Person was not such an officer.
Appears in 8 contracts
Samples: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (Dillards Inc), Rights Agreement (Dillards Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, 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 an Assistant 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 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 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, Certificate although at the date of the execution of this Rights Agreement any such Person was not such an officer.
Appears in 7 contracts
Samples: Rights Agreement (ASTROTECH Corp), Rights Agreement (Xerium Technologies Inc), Rights Agreement (Xerium Technologies Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits 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 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 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, Certificate although at the date of the execution of this Rights Agreement any such Person was not such an officer.
Appears in 7 contracts
Samples: Rights Agreement (Caremark Rx Inc), Rights Agreement (Ultimate Software Group Inc), Rights Agreement (Lilly Eli & Co)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary of or a Vice President (provided that such Vice President shall not have also executed the CompanyRights Certificates), either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the 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 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, 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 7 contracts
Samples: Rights Agreement (Synagro Technologies Inc), Rights Agreement (Veritas DGC Inc), Rights Agreement (Texas Biotechnology Corp /De/)
Countersignature and Registration. (a) The Right Certificates shall be duly executed on behalf of the Company by the Chairman of the Board of DirectorsChief Executive Officer, the PresidentChief Financial Officer, General Counsel or any of the Vice Presidents, the Treasurer or the Controller President of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary Secretary, Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, manually or by in 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 Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such the Right Certificates, nevertheless, 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 the 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 the Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.
Appears in 6 contracts
Samples: Benefits Preservation Plan (Emcore Corp), Benefits Preservation Plan (Immersion Corp), Benefits Preservation Plan (Immersion Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, President, Chief Financial Officer or any of the Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 countersigned manually countersigned or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to 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 . 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: 1998 Rights Agreement (Emerson Electric Co), 1998 Rights Agreement (Ns Group Inc), Rights Agreement (Ribozyme Pharmaceuticals Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall and may have affixed thereto the Company's seal or a facsimile thereof, and shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent (which need not be the same authorized signatory for all of the Right Certificates) 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 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 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 6 contracts
Samples: Rights Agreement (Rocky Shoes & Boots Inc), Rights Agreement (Checkfree Holdings Corp), Rights Agreement (Checkfree Corp \Ga\)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, or any of the Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 an authorized signatory of the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 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 6 contracts
Samples: Rights Agreement (Endeavor Ip, Inc.), Rights Agreement (Atossa Genetics Inc), Rights Agreement (Atossa Genetics Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the President, or its President or any of the Vice Presidents, the President and by its Treasurer or the Controller of the Companyany 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 thereof which shall be attested to by the Secretary or an 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. 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 5 contracts
Samples: Shareholder Rights Agreement (Alpha Industries Inc), Shareholder Rights Agreement (American Science & Engineering Inc), Shareholder Rights Agreement (Alpha Industries Inc)
Countersignature and Registration. (a) The Right Certificates shall will be executed on behalf of the Company by the its Chairman of the Board of Directors, the President, or its President or any of the Vice Presidents, the President and by its Treasurer or the Controller of the Companyany Assistant 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 its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates shall will be manually countersigned by an authorized signatory of the Rights Agent and shall will not be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate will 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 has 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 those 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 a proper 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 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 was not such an officera proper officer of the Company.
Appears in 5 contracts
Samples: Shareholder Rights Agreement (Morgans Foods Inc), Shareholder Rights Agreement (Morgans Foods Inc), Shareholder Rights Agreement (Boykin Lodging Co)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits 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 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, Certificates although at the date of the execution of this Rights Agreement any such Person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Santa Fe Energy Resources Inc), Rights Agreement (Pennaco Energy Inc), Rights Agreement (Pennaco Energy Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be duly executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights Certificates shall be be, either 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 on behalf of the Company 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 5 contracts
Samples: Shareholders’ Rights Agreement (Rubico Inc.), Shareholders’ Rights Agreement (United Maritime Corp), Shareholders Rights Agreement (United Maritime Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be duly executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof. The Right Rights Certificates shall be be, either 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 on behalf of the Company 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 5 contracts
Samples: Stockholders Rights Agreement (OceanPal Inc.), Shareholders Rights Agreement (Nordic American Offshore Ltd.), Stockholders Rights Agreement (Castor Maritime Inc.)
Countersignature and Registration. (a) The Right Rights Certificates shall will be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Operating Officer, its President, or any of the Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, shall ; will have affixed thereto the Company's seal or a facsimile thereof, ; and shall will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall will be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has signed any of the Right Rights Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 is a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement such Rights Certificate any such Person was not such an officer.
Appears in 5 contracts
Samples: Rights Agreement (Perot Systems Corp), Rights Agreement (Schlotzskys Inc), Rights Agreement (Anchor Gaming)
Countersignature and Registration. (a) The Right Rights Certificates shall be duly executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights 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 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 on behalf of the Company 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 5 contracts
Samples: Shareholders Rights Agreement (Euroseas Ltd.), Stockholders Rights Agreement (Box Ships Inc.), Stockholders Rights Agreement (Box Ships Inc.)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 Clerk or an Assistant Secretary Clerk of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually, or, if permitted by the Company, 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 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 person was not such an officer.
Appears in 4 contracts
Samples: Renewed Rights Agreement (Genzyme Corp), Renewed Rights Agreement (Genzyme Corp), Renewed Rights Agreement (Genzyme Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman its Chair or Vice Chair of the Board of Directors, the Presidentits President or any Vice President and by its Treasurer, any of the Vice PresidentsAssistant Treasurer, the Treasurer Secretary or the Controller of the Companyany 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 an 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 4 contracts
Samples: Stockholder Rights Agreement (Sensei Biotherapeutics, Inc.), Stockholder Rights Agreement (Biofrontera Inc.), Stockholder Rights Agreement (KVH Industries Inc \De\)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, 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 or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned (or by facsimile if permitted by law) 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 counter- signature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned counter- signed 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 4 contracts
Samples: Rights Agreement (Newport News Shipbuilding Inc), Rights Agreement (New Tenneco Inc), Rights Agreement (Tenneco Inc /De)
Countersignature and Registration. (a) The Right Certificates shall be duly executed on behalf of the Company by the Chairman of the Board of DirectorsChief Executive Officer, the PresidentChief Financial Officer, General Counsel or any of the Vice Presidents, the Treasurer or the Controller President of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested to by the Secretary Secretary, Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 the Right Certificates, nevertheless, 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 the 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 the Right Certificate, although at the date of the execution of this Agreement any such Person person was not such an officer.
Appears in 4 contracts
Samples: Benefits Preservation Plan (Celadon Group Inc), Benefits Preservation Plan (Safeguard Scientifics Inc), Benefits Preservation Plan (Alaska Communications Systems Group Inc)
Countersignature and Registration. (a) The Right Certificates --------------------------------- shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits 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 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 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, Certificate although at the date of the execution of this Rights Agreement any such Person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Triad Hospitals Inc), Rights Agreement (Triad Hospitals Inc), Rights Agreement (Lifepoint Hospitals Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President, any of the Vice PresidentsPresident, the Treasurer or the Controller of the Companyany Assistant Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an any 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 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 4 contracts
Samples: Renewed Rights Agreement (Hospitality Properties Trust), Rights Agreement (Five Star Quality Care Inc), Renewed Rights Agreement (HRPT Properties Trust)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the or its Treasurer or the Controller of the CompanyChief Financial 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 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 4 contracts
Samples: Rights Agreement (Triangle Pharmaceuticals Inc), Rights Agreement (Globecomm Systems Inc), Rights Agreement (Globecomm Systems Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 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 or attested 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 or attested such Right Rights Certificates had not ceased to be such 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 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 officer.
Appears in 4 contracts
Samples: Rights Agreement (Sorrento Therapeutics, Inc.), Rights Agreement (Sorrento Therapeutics, Inc.), Rights Agreement (Sorrento Therapeutics, Inc.)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall and may have affixed thereto the Company's seal or a facsimile thereof, and shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent (which need not be the same authorized signatory for all of the Right Certificates) 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 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 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 4 contracts
Samples: Rights Agreement (Magnetek Inc), Rights Agreement (Magnetek Inc), Rights Agreement (Magnetek Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall and may have affixed thereto the Company's seal or a facsimile thereof, and shall be thereof attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by an authorized signatory of the Rights Agent (which need not be the same authorized signatory for all of the Right Certificates) 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 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 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 4 contracts
Samples: Rights Agreement (Computer Sciences Corp), Rights Agreement (Computer Sciences Corp), Rights Agreement (Computer Sciences Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, President, Chief Financial Officer or any of the Executive Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall manually be manually countersigned by the Rights Agent or the registrar or co-registrar for the Common Stock (the “Registrar”) and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent or the Registrar and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and or the Registrar, 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 4 contracts
Samples: Section 382 Rights Agreement (Reinsurance Group of America Inc), Section 382 Rights Agreement (Reinsurance Group of America Inc), Section 382 Rights Agreement (Reinsurance Group of America Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, or the President, any of President or a Vice President and by the Vice Presidents, Secretary or an Assistant Secretary or the Treasurer or the Controller of the CompanyAssistant Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’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 countersigned manually countersigned or by facsimile signature by the Rights Agent or the registrar or co-registrar for the Common Stock (the “Registrar”) and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent or the Registrar and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and or the Registrar, 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 Agreement any such Person person was not such an officer.
Appears in 4 contracts
Samples: Protection Rights Agreement (Post Holdings, Inc.), Protection Rights Agreement (Post Holdings, Inc.), Protection Rights Agreement (Post Holdings, Inc.)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsChief Executive Officer, the PresidentChief Financial Officer, any of the Vice Presidents, the Treasurer or the Controller Presidents of the CompanyCompany (each an “Authorized Officer”), 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 Corporate 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 Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless countersigned. In case any officer of the Company Authorized Officer who shall have signed any of the Right Certificates Certificate shall cease to be such officer an Authorized 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 an Authorized 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 Authorized 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 officerAuthorized Officer.
Appears in 4 contracts
Samples: Rights Agreement (ChinaEdu CORP), Rights Agreement (ChinaEdu CORP), Rights Agreement (Titan Pharmaceuticals Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 or any registrar for the Common Stock (the "Registrar") and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent or the Registrar and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and or the Registrar, 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 . 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 4 contracts
Samples: Rights Agreement (Green a P Industries Inc), Rights Agreement (Mercantile Bancorporation Inc), Rights Agreement (Unified Financial Services Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by any one of the Chairman or Vice Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller 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 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 4 contracts
Samples: Rights Agreement (Ingersoll Rand Co), Rights Agreement (Ingersoll Rand Co), Rights Agreement (Ingersoll Rand Co)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller 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 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 Rights Agreement any such Person was not such an officer.
Appears in 4 contracts
Samples: Rights Agreement (Dun & Bradstreet Corp /De/), Rights Agreement (Fischer Imaging Corp), Rights Agreement (Fischer Imaging Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The 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 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 on behalf of the Company 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 4 contracts
Samples: Preferred Stock Rights Agreement (Pain Therapeutics Inc), Preferred Stock Rights Agreement (Ista Pharmaceuticals Inc), Rights Agreement (Altigen Communications Inc)
Countersignature and Registration. (a) The Right Certificates shall will be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall and will have affixed thereto the Company's ’s seal or a facsimile thereof, and shall thereof 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 Agent, either manually or by facsimile signature, and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 Agreement any such Person person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (PMFG, Inc.), Rights Agreement (PMFG, Inc.), Rights Agreement (Peerless Manufacturing Co)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Vice Chairman, President, Chief Financial Officer or any of the Executive or Senior Vice Presidents, the Treasurer or the Controller of the Company, President either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 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 3 contracts
Samples: Rights Agreement (CBL & Associates Properties Inc), Rights Agreement (CBL & Associates Properties Inc), Rights Agreement (CBL & Associates Properties Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the PresidentChief Executive Officer, President or any of the Vice Presidents, the Treasurer or the Controller of the Company, President either manually or by facsimile signature, shall may have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The 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 3 contracts
Samples: Rights Agreement (Badger Meter Inc), Agent Rights Agreement (Ifr Systems Inc), Agent Rights Agreement (Ifr Systems Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the or its Treasurer or the Controller of the CompanyChief Financial 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 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 Agreement any such Person person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Iteris Holdings Inc), Rights Agreement (Endocare Inc), Rights Agreement (Endocare Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or Assistant Treasurer 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 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 3 contracts
Samples: Rights Agreement (Sierra Pacific Resources), Rights Agreement (Sierra Pacific Resources), Rights Agreement (Sierra Pacific Resources /Nv/)
Countersignature and Registration. (a) The Right Certificates shall will be executed on behalf of the Company by the its Chairman of the Board of Directors, the its Chief Executive Officer, President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, shall and will have affixed thereto the Company's ’s seal or a facsimile thereof, and shall thereof 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 Agent, either manually or by facsimile signature, and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 3 contracts
Samples: Rights Agreement (SWK Holdings Corp), Rights Agreement (SWK Holdings Corp), Rights Agreement (Kana Software Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Chief Financial 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 or an any 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, 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 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 person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Innodata Inc), Rights Agreement (Innodata Inc), Rights Agreement (Innodata Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the PresidentChief Executive Officer, President or any of the Vice Presidents, the Treasurer or the Controller of the Company, President 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 Treasurer, an Assistant Treasurer, 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 manually or by facsimile 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 . 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 3 contracts
Samples: Rights Agreement (Mgic Investment Corp), Rights Agreement (Mgic Investment Corp), Rights Agreement (Mgic Investment Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller 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 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 17 14 execution of this Agreement any such Person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Bj Services Co), Rights Agreement (Acnielsen Corp), Rights Agreement (Bj Services Co)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights 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 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 on behalf of the Company 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 3 contracts
Samples: Shareholders Rights Agreement (Genco Shipping & Trading LTD), Shareholders Rights Agreement (Baltic Trading LTD), Shareholders Rights Agreement (Baltic Trading LTD)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by any one of the Chairman or Vice Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, signature and 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 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 (Total Tel Usa Communications Inc), Rights Agreement (Penwest LTD), Rights Agreement (Raymond Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the PresidentBoard, any of the Vice PresidentsChairman, the Treasurer its President or the Controller of the Companyany Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Sprint Corp), Rights Agreement (Sprint Corp), Rights Agreement (Sprint Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, Chief Financial Officer, President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights Certificates shall be manually countersigned by an authorized signatory of 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 3 contracts
Samples: Rights Agreement (Asure Software Inc), Rights Agreement (Forgent Networks Inc), Preferred Shares Rights Agreement (Entertainment Distribution Co Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary Secretary, an Assistant Secretary, the Treasurer or an Assistant Secretary Treasurer 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 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 3 contracts
Samples: Rights Agreement (Marsh & McLennan Companies Inc), Rights Agreement (Marsh & McLennan Companies Inc), Rights Agreement (Marsh & McLennan Companies Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, 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 an Assistant 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 individual 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 individual was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Briggs & Stratton Corp), Rights Agreement (Briggs & Stratton Corp), Rights Agreement (Briggs & Stratton Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the PresidentBoard, any of the Vice PresidentsChairman, the Treasurer its President or the Controller of the Companyany Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 an authorized signatory of the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed whose manual or facsimile signature is affixed to 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 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 . 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 Rights Agreement any such Person person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Transfinancial Holdings Inc), Rights Agreement (Transfinancial Holdings Inc), Rights Agreement (Transfinancial Holdings Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller Comptroller 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 an Assistant 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 Certificates, or shall have attested the Company's seal thereon, 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 Certificates, or who attested the Company's seal thereon, had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company Company, and the Company's seal may be attested, 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 (Curtiss Wright Corp), Rights Agreement (Spartech Corp), Rights Agreement (Curtiss Wright Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by in the Chairman manner provided in the By-Laws of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signatureCompany for Common Stock Certificates. 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at one of its offices in New York, New York, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates and the date of each of the Right Certificates.
Appears in 3 contracts
Samples: Rights Agreement (Nathans Famous Inc), Rights Agreement (Nathans Famous Inc), Rights Agreement (Nathans Famous Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsChairman, the President, any of the Vice PresidentsChief Executive Officer, the Chief Financial Officer, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature or other electronic 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 or other electronic 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 3 contracts
Samples: Rights Agreement (BBX Capital Florida LLC), Rights Agreement (BBX Capital Florida LLC), Rights Agreement (BBX Capital Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 3 contracts
Samples: Preferred Stock Rights Agreement, Preferred Stock Rights Agreement (Vivus Inc), Preferred Stock Rights Agreement (Vivus Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, or any of the its Vice Presidents, the Treasurer or the Controller 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 an Assistant 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 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 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 3 contracts
Samples: Rights Agreement (General Mills Inc), Rights Agreement (General Mills Inc), Rights Agreement (Trico Marine Services Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the PresidentChief Executive Officer, Chief Financial Officer, General Counsel, any of the Vice Presidents, the Treasurer President or the Controller similar officer of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 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 (Esperion Therapeutics Inc/Mi), Rights Agreement (Dispatch Management Services Corp), Rights Agreement (Esperion Therapeutics Inc/Mi)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the President, any Deputy Chairman of the Board, its President or any Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, 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 an Assistant 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 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 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, Certificate although at the date of the execution of this Rights Agreement any such Person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Lakers Holding Corp.), Rights Agreement (PRA International), Rights Agreement (Lifepoint Hospitals Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be duly executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, 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 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 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 Agreement any such Person person was not such an officer.
Appears in 3 contracts
Samples: Rights Agreement (Dawson Geophysical Co), Rights Agreement (Forum Energy Technologies, Inc.), Section 382 Rights Agreement (Parker Drilling Co /De/)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, 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 or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned (or by facsimile if permitted by law) 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 counter-signature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned counter-signed 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 2 contracts
Samples: Rights Agreement (Euronet Worldwide Inc), Rights Agreement (Netsolve Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, its Chief Financial Officer, its Treasurer, or any of the its Vice Presidents, the Treasurer or the Controller 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 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 Agreement any such Person person was not such an officer.
Appears in 2 contracts
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof. The Right Rights 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 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 on behalf of the Company 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 Rights Agreement any such Person was not such an officer.
Appears in 2 contracts
Samples: Preferred Stock Rights Agreement (ABX Holdings, Inc.), Preferred Stock Rights Agreement (ABX Holdings, Inc.)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the Vice PresidentsPresident, the Treasurer or the Controller of the CompanyTreasurer, 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 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 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 2 contracts
Samples: Rights Agreement (Metropcs Communications Inc), Rights Agreement (Metropcs Communications Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Executive Vice President or Senior Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Swank, Inc.), Rights Agreement (Swank, Inc.)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the Presidentits Chief Executive Officer, its President or any of the Vice Presidents, the Treasurer President or the Controller of the Company, its Chief Financial Officer either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 (K Tron International Inc), Rights Agreement (K Tron International Inc)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, its Chief Financial Officer or any of the Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 an authorized signatory of the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 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 Certificate . Any Rights Certificates may be signed on behalf of the Company by any Person person who, at the actual date of the execution of such 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 2 contracts
Samples: Rights Agreement (Amtech Systems Inc), Rights Agreement (Amtech Systems Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 Certificates shall be manually countersigned and dated by an authorized signatory of the Rights 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 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 2 contracts
Samples: Rights Agreement (Dime Community Bancorp Inc), Rights Agreement (Dime Community Bancorp Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, or any of the its Vice Presidents, the Treasurer or the Controller 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 to 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 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 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: Rights Agreement (Consolidated Graphics Inc /Tx/), Rights Agreement (Consolidated Graphics Inc /Tx/)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the President, its President or any of the Vice Presidents, the Treasurer President (or the Controller more senior officer of the Company), either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof that 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 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 (Alexander & Baldwin Inc), Rights Agreement (A & B II, Inc.)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the Presidentits Chief Executive Officer, any of the Vice PresidentsChairman, the Treasurer its President or the Controller of the Companyany Vice President, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 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 2 contracts
Samples: Rights Agreement (Norfolk Southern Corp), Rights Agreement (Norfolk Southern Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Chief Financial 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 or an any 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, 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 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 2 contracts
Samples: Rights Agreement (Transwitch Corp /De), Rights Agreement (Transwitch Corp /De)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 countersigned manually countersigned or by facsimile signature by the Rights Agent or the Registrar and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent or the Registrar and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and or the Registrar, 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 2 contracts
Samples: Rights Agreement (Reinsurance Group of America Inc), Rights Agreement (Kentucky Electric Steel Inc /De/)
Countersignature and Registration. (a1) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Operating Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, 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 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 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 2 contracts
Samples: Rights Agreement (Wit Capital Group Inc), Rights Agreement (Wit Capital Group Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of DirectorsPresident, the PresidentChief Executive Officer, any of the Vice PresidentsChief Financial Officer, the Chief Administrative Officer, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature or other electronic 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 or other electronic 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: Rights Agreement (Silver Star Properties Reit, Inc), Rights Agreement (Groupon, Inc.)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the or any President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The 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 Agent, and issued and delivered by the Company with the same force and effect as though the Person person who so 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 2 contracts
Samples: Rights Agreement (Insight Enterprises Inc), Rights Agreement (Xerox Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President, Chief Financial Officer, or any of the Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement, Rights Agreement (Hemispherx Biopharma Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant 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 Certificates, or shall have attested the Company's seal thereon, 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 Certificates, or who attested the Company's seal thereon, had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company Company, and the Company's seal may be attested, 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 (Curtiss Wright Corp), Rights Agreement (Curtiss Wright Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer or the Controller of the Companyits Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereofThereof, 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 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 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, Certificate although at the date of the execution of this Rights Agreement any such Person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Cytogen Corp), Rights Agreement (Cytogen Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by any one of the Chairman or Deputy Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller 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 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 (Ingersoll Rand Co LTD), Rights Agreement (Ingersoll Rand Co LTD)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the or any Vice Chairman or its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 an authorized signatory of the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed whose manual or facsimile signature is affixed to 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 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 . 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 Rights Agreement any such Person person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Labone Inc/), Rights Agreement (Labone Inc/)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors(if any), the its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof that 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 (or by facsimile, if permitted by law) 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 2 contracts
Samples: Rights Agreement (Haggar Corp), Rights Agreement (Haggar Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directorsits Chief Executive Officer, the its President, its Chief Financial Officer, or any of the Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by a Director, 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 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 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 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 2 contracts
Samples: Rights Agreement (Hollysys Automation Technologies, Ltd.), Rights Agreement (Hollysys Automation Technologies, Ltd.)
Countersignature and Registration. (a) The Right Rights Certificates shall be duly executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, 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 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 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 2 contracts
Samples: Rights Agreement (Depomed Inc), Rights Agreement (Omega Protein Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 an authorized signatory of the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 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 (PHH Corp), Rights Agreement (PHH Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the President, any Deputy Chairman of the Board, its President or any Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Stanley Works LTD), Rights Agreement (Stanley Works)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its President and Chief Executive Officer, its Chief Financial Officer or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, 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 or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be either 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 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 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 was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Vitacost.com, Inc.), Rights Agreement (Vitacost.com, Inc.)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, the Chief Financial Officer or any of the Vice Presidents, the Treasurer or the Controller President of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 CertificatesRights Certificate, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the Person person who signed such Right Certificates Rights Certificate 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 2 contracts
Samples: Rights Agreement (NTL Inc), Rights Agreement (NTL Inc/De/)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal (if any) or a facsimile thereof. The 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 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 on behalf of the Company 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 2 contracts
Samples: Stockholders Rights Agreement (Omega Navigation Enterprises, Inc.), Preferred Shares Rights Agreement (Abgenix Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of Directors, the President, and Chief Executive Officer or any of the Vice Presidents, the President and by its Treasurer or the Controller of the Companyany 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 thereof which shall be attested to by the Secretary or an 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.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Mac-Gray Corp), Shareholder Rights Agreement (Mac-Gray Corp)
Countersignature and Registration. (a) The Right --------------------------------- Certificates shall be executed on behalf of the Company by the Chairman its chairman of the Board of Directors, the President, its president or any of the Vice Presidents, the Treasurer or the Controller of the Companyvice president, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof that shall be attested by the Secretary secretary or an Assistant Secretary assistant secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, either manually or by facsimile signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the 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 2 contracts
Samples: Rights Agreement (Select Medical Corp), Rights Agreement (Select Medical Corp)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Executive Vice President or Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Stanley Works), Rights Agreement (Stanley Works)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directorsits Chairman, the Vice Chairman, Chief Executive Officer, President or any Vice President, any of the Vice Presidents, the Treasurer or the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof 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 (which countersignature may be a facsimile) by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have signed any of the 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 Agreement any such Person person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Weeks Corp), Rights Agreement (Weeks Corp)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the Chairman of the Board of Directors, the President, any of the Vice Presidents, the Treasurer or the Controller 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 an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned by the Rights Agent Agent, by manual 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 Certificates, or shall have attested the Company's seal thereon, 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 Certificates, or who attested the Company's seal thereon, had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company Company, and the Company's seal may be attested, 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 (Symbol Technologies Inc), Rights Agreement (Symbol Technologies Inc)
Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President, any of the its Vice Presidents, the Treasurer Presidents or the Controller of the Companyits Treasurer, 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 an Assistant 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 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 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 individual 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 individual was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Jason Industries, Inc.), Rights Agreement (Hanger, Inc.)
Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by the its Chairman of the Board of DirectorsBoard, the President, any Deputy Chairman of the Board, its President or any Vice Presidents, the Treasurer or the Controller of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof 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 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 Rights Agreement any such Person person was not such an officer.
Appears in 2 contracts
Samples: Rights Agreement (Cooper Industries LTD), Rights Agreement (Cooper Industries LTD)
