Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 9 contracts
Samples: Rights Agreement (Rocky Mountain Chocolate Factory, Inc.), Rights Agreement (Rocky Mountain Chocolate Factory Inc), Rights Agreement (Carrington Laboratories Inc /Tx/)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 6 contracts
Samples: Rights Agreement (First Priority Group Inc), Rights Agreement (Lci International Inc /Va/), Rights Agreement (Atmi Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyPresident, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Right Certificates upon exercise or transfer, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 6 contracts
Samples: Rights Agreement (Veterinary Centers of America Inc), Rights Agreement (Tag It Pacific Inc), Rights Agreement (Brilliant Digital Entertainment Inc)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company's Chief Executive Officer, President, or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal stock transfer office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 5 contracts
Samples: Rights Agreement (Spherix Inc), Rights Agreement (Spherix Inc), Rights Agreement (Spherix Inc)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company's Chief Executive Officer, President, Chief Financial Officer, Treasurer or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal stock transfer office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 5 contracts
Samples: Rights Agreement (Wesley Jessen Visioncare Inc), Rights Agreement (Motorola Inc), Rights Agreement (Motorola Inc)
Execution, Countersignature and Registration. (a) The Right ------------------------------------------- Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Jersey City, New Jersey, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 4 contracts
Samples: Rights Agreement (Sonosight Inc), Rights Agreement (Sonosight Inc), Rights Agreement (Handheld Ultrasound Systems Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its (x) the Chairman of the Board, its President, its the Chief Executive Officer, the President or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may 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 by the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 4 contracts
Samples: Section 382 Rights Agreement (Vringo Inc), Section 382 Rights Agreement (Vringo Inc), Section 382 Rights Agreement (Oculus Innovative Sciences, Inc.)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company's Chief Executive Officer, President, Chief Financial Officer, Treasurer or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 4 contracts
Samples: Rights Agreement (Davel Communications Inc), Rights Agreement (Dean Foods Co), Rights Agreement (Davel Communications Group Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or its President, any of its Vice PresidentsPresident, or its Treasurer, 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 countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunderunder this Rights Agreement. 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 9 - RIGHTS AGREEMENT each of the Right Certificates, the certificate number of each of the Right Certificates and the date of issuance of each of the Right Certificates.
Appears in 4 contracts
Samples: Rights Agreement (Oregon Metallurgical Corp), Rights Agreement (Oregon Metallurgical Corp), Rights Agreement (Oregon Metallurgical Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Presidentany Vice Chairman of the Board, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or any Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 4 contracts
Samples: Rights Agreement (Newport News Shipbuilding Inc), Rights Agreement (Zimmer Holdings Inc), Rights Agreement (Zimmer Holdings Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Clerk, an Assistant Secretary Clerk or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Brooklyn, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 4 contracts
Samples: Rights Agreement (Palomar Medical Technologies Inc), Rights Agreement (Aspen Technology Inc /Ma/), Rights Agreement (Aspen Technology Inc /Ma/)
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, and shall have affixed thereto thereon the Company's seal or a facsimile thereof, and if any, which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Rights Certificates) of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an 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 officerofficer of the Company.
(b) Following the Distribution DateDate and receipt by the Rights Agent of (i) written notice of the occurrence of the Distribution Date pursuant to Section 3(b), and (ii) all necessary information requested by the Rights Agent pursuant to Section 3(b), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunderunder this Rights Agreement. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, the certificate number of each of the Right Certificates Rights Certificate and the date of each of the Right CertificatesRights Certificate.
Appears in 4 contracts
Samples: Rights Agreement (Icos Corp / De), Rights Agreement (First Montauk Financial Corp), Rights Agreement (First Montauk Financial Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, shall and may 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 by the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 3 contracts
Samples: Section 382 Rights Agreement (Taronis Fuels, Inc.), Section 382 Rights Agreement (Centrus Energy Corp), Section 382 Rights Agreement (Centrus Energy Corp)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its President, its Chief Executive Officer, President, Chief Financial Officer or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 3 contracts
Samples: Rights Agreement (Metromail Corp), Rights Agreement (Aksys LTD), Rights Agreement (Cable Design Technologies Corp)
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, and shall have affixed thereto thereon the Company's ’s seal or a facsimile thereof, and if any, which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Rights Certificates) of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, 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 the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an 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 officerofficer of the Company.
(b) Following the Distribution DateDate and receipt by the Rights Agent of (i) written notice of the occurrence of the Distribution Date pursuant to Section 3(b), and (ii) all necessary information requested by the Rights Agent pursuant to Section 3(b), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunderunder this Rights Agreement. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, the certificate number of each of the Right Certificates Rights Certificate and the date of each of the Right CertificatesRights Certificate.
Appears in 3 contracts
Samples: Rights Agreement (Digimarc CORP), Rights Agreement (DMRC Corp), Rights Agreement
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 3 contracts
Samples: Rights Agreement (First Brands Corp), Rights Agreement (Exide Corp), Rights Agreement (Office Depot Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Brooklyn, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 3 contracts
Samples: Rights Agreement (Lightbridge Inc), Rights Agreement (Aspen Technology Inc /Ma/), Rights Agreement (Centra Software Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution DateDate and receipt by the Rights Agent of all necessary information, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 3 contracts
Samples: Rights Agreement (Dawson Geophysical Co), Rights Agreement (Dawson Geophysical Co), Rights Agreement (Dawson Geophysical Co)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its 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 manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 3 contracts
Samples: Rights Agreement (Tri Valley Corp), Rights Agreement (Tri Valley Corp), Rights Agreement (Rocky Mountain Chocolate Factory Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Associated Wholesale Grocers Group Inc), Rights Agreement (Tw Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of (x) the Board, its President, its Chief Executive OfficerChairman, or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may 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 or by facsimile signature by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.. Table of Contents
Appears in 2 contracts
Samples: Rights Agreement (Pepsi Bottling Group Inc), Rights Agreement (Pepsi Bottling Group Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its Chief Executive Officer, the President or any Vice President of its Vice Presidents, or its Treasurerthe Company, 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 Certificate shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent Agent, and issued and delivered by the Company Company, with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Pittston Co), Rights Agreement (Pittston Co)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its Presidentany Vice Chairman of the Board of Directors, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or any Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution DateDate and receipt by the Rights Agent of written notice to that effect, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Bioveris Corp), Rights Agreement (Bioveris Corp)
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 countersigned countersigned, either manually or by facsimile signature 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 the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by 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 individual who signed such Right Rights Certificates had not ceased to be such an officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any person individual 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 individual was not such an officer.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Dusa Pharmaceuticals Inc), Rights Agreement (Dusa Pharmaceuticals Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its Chief Executive Officer, the President or any Vice President of its Vice Presidents, or its Treasurerthe Company, 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 Certificate shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent Agent, and issued and delivered by the Company Company, with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Pittston Co), Rights Agreement (Brinks Co)
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its President, its Chief Executive Officer, or its President, any of its Vice Presidents, Presidents or its TreasurerChief Financial Officer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, signature and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person individual who signed such Right Rights Certificates had not ceased to be such an officer of the CompanyCorporation; and any Right Rights Certificate may be signed on behalf of the Company Corporation by any person individual who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company Corporation to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person individual was not such an officer.
(b) Following the Distribution DateDate and upon receipt of necessary information, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or for transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, and the date, certificate number and number of Rights evidenced represented on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificatesrespective faces thereof.
Appears in 2 contracts
Samples: Shareholder Rights Agreement (Community Partners Bancorp), Shareholder Rights Agreement (National Technical Systems Inc /Ca/)
Execution, Countersignature and Registration. (a) The --------------------------------------------- Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Primex Technologies Inc), Rights Agreement (Primex Technologies Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of (x) the Board, its President, its Chief Executive OfficerChairman, or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may 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 or by facsimile signature by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Pepsi Bottling Group Inc), Rights Agreement (Barnes & Noble Inc)
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, and shall have affixed thereto thereon the Company's ’s seal or a facsimile thereof, and if any, which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Rights Certificates) of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an 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 officerofficer of the Company.
(b) Following the Distribution DateDate and receipt by the Rights Agent of (i) written notice of the occurrence of the Distribution Date pursuant to Section 3(b), and (ii) all necessary information requested by the Rights Agent pursuant to Section 3(b), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunderunder this Rights Agreement. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, the certificate number of each of the Right Certificates Rights Certificate and the date of each of the Right CertificatesRights Certificate.
Appears in 2 contracts
Samples: Rights Agreement (Itron Inc /Wa/), Rights Agreement (Eden Bioscience Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of NWBio by the Company by its Chairman of the Board, its and President, its the Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary Financial Officer or an Assistant Secretary Executive Vice President of the CompanyNWBio, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company NWBio who shall have signed any of the Right Certificates shall cease to be such an officer of the Company NWBio before countersignature by the Rights Agent and issuance and delivery by the CompanyNWBio, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company NWBio with the same force and effect as though the person who signed such the Right Certificates Certificate had not ceased to be such an officer of the CompanyNWBio; and any Right Certificate may be signed on behalf of the Company NWBio by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company NWBio to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of NWBio.
(b) Following the Distribution DateDate and receipt by Rights Agent of all relevant information, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunderunder this Rights Agreement. 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 CertificatesCertificate, the certificate number of each of the Right Certificates Certificate and the date of each of the Right CertificatesCertificate.
Appears in 2 contracts
Samples: Stockholder Rights Agreement (Northwest Biotherapeutics Inc), Stockholder Rights Agreement (Northwest Biotherapeutics Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice PresidentsPresident, the Chief Financial Officer, or its Treasurera Vice President (whether preceded by any additional title) 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 to by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturesignature (the omissions of the corporate seal, however, shall not affect the validity of the Right Certificates). The Right Certificates shall be countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Right Certificates upon exercise or transfer, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Packaged Ice Inc), Rights Agreement (Data Race Inc)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf signed by any officer or officers of the Company who would be permitted by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto Maryland General Corporation Law and the Company's seal or ’s charter and Bylaws to sign a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary certificate representing shares of the Company’s stock, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution DateDate and receipt by the Rights Agent of notice to that effect, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Certificates Rights issued hereunder. Such books shall show the names and addresses of the respective holders of the Right CertificatesRights, the number of Rights evidenced on its face represented by each of the Right Certificates, Rights Certificate and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 2 contracts
Samples: Rights Agreement (Strategic Hotels & Resorts, Inc), Rights Agreement (Strategic Hotels & Resorts, Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its Chief Executive Officer, the President or any Vice President of its Vice Presidents, or its Treasurerthe Company, 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 manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Polaroid Corp), Rights Agreement (Polaroid Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or its President, any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Sun Coast Industries Inc /De/), Rights Agreement (Sun Coast Industries Inc /De/)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, any Vice President, the Treasurer or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and may have affixed thereto the Company’s seal or a facsimile thereof. The Right Certificates shall be countersigned by the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Tax Asset Protection Rights Agreement (Aceto Corp), Tax Asset Protection Rights Agreement (Cambium Learning Group, Inc.)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company Corporation by its Chairman or any Vice-Chairman of the Board, its President, its Chief Executive Officer, Board of Directors or by the President or any Vice President of its Vice Presidents, or its Treasurerthe Corporation, either manually or by facsimile signature, shall have affixed thereto the Company's Corporation’s seal or a facsimile thereof, and shall be attested by the Secretary Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Certificates shall cease to be such an officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person individual who signed such Right Certificates had not ceased to be such an officer of the CompanyCorporation; and any Right Certificate may be signed on behalf of the Company Corporation by any person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Agreement any such person individual was not such an officer.
(b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Cbot Holdings Inc), Rights Agreement (Cbot Holdings Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in North Quincy, Massachusetts, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Bailey Corp), Rights Agreement (Bailey Corp)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company’s Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 Company’s Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution DateDate and receipt by the Rights Agent of (i) written notice of the Distribution Date pursuant to Section 3(a) hereof, and (ii) a shareholder list and all relevant information requested by the Rights Agent pursuant to Section 3(a) hereof, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purposes, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 2 contracts
Samples: Rights Agreement (General Maritime Corp/), Rights Agreement (General Maritime Corp/)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer or any of its Vice Presidents, or its TreasurerPresident, 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 Company’s Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal stock transfer office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 2 contracts
Samples: Rights Agreement (Hanesbrands Inc.), Rights Agreement (Hanesbrands Inc.)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its PresidentVice Chairman of the Board, its Chief Executive Officer, President or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyChief Financial Officer, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Right Certificates upon exercise or transfer, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Century Casinos Inc), Rights Agreement (Team Financial Inc /Ks)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its (x) the Chairman of the Board, its President, its the Chief Executive Officer, the President or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may 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 by an authorized signatory of the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company. In case any authorized signatory of the Rights Agent who has countersigned any Right Certificate ceases to be an authorized signatory of the Rights Agent before issuance and delivery by the Company, such Right Certificate, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificate had not ceased to be an authorized signatory of the Rights Agent; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, is properly authorized to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not so authorized.
(b) Following the Distribution Date, upon receipt by the Rights Agent will of notice to that effect, the Rights Agent shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Section 382 Rights Agreement (Zoom Telephonics, Inc.), Rights Agreement (Zoom Telephonics, Inc.)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Clerk, an Assistant Secretary Clerk or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Cranford, New Jersey, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Telaxis Communications Corp), Rights Agreement (Telaxis Communications Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, and shall have affixed thereto thereon the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunderunder this Rights Agreement. 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 CertificatesCertificate, the certificate number of each of the Right Certificates Certificate and the date of each of the Right CertificatesCertificate.
Appears in 2 contracts
Samples: Rights Agreement (Onyx Software Corp/Wa), Rights Agreement (Avt Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Hartford, Connecticut, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Safety Fund Corp), Rights Agreement (Safety Fund Corp)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the BoardCompany's Chairman, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 2 contracts
Samples: Rights Agreement (3-D Geophysical Inc), Rights Agreement (3-D Geophysical Inc)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company’s Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 Company’s Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 2 contracts
Samples: Rights Agreement (Atmi Inc), Rights Agreement (Startech Environmental Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its (x) the Chairman of the Board, its the Chief Executive Officer or any Vice President, its Chief Executive Officerand by the Secretary, any Assistant Secretary, the Treasurer or any of its Vice Presidents, Assistant Treasurer or its Treasurer(y) any two officers designated by the Board, either manually or by facsimile signature, shall and may 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 or by facsimile signature by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Vertical Computer Systems Inc), Rights Agreement (Global Resource CORP)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Cavalier Homes Inc), Rights Agreement (Cavalier Homes Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or any Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Homestake Mining Co /De/), Rights Agreement (Homestake Mining Co /De/)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyPresident, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent via manual or facsimile signature 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Right Certificates upon exercise or transfer, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 2 contracts
Samples: Rights Agreement (Iris International Inc), Rights Agreement (WEB.COM, Inc.)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Presidentany Vice Chairman of the Board, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or any Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution DateDate and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(b), the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Presidentany Deputy Chairman of the Board, its the Chief Executive Officer, the Chief Financial Officer, the President, the Chief Operating Officer, a Vice President (whether preceded by any additional title) the Treasurer or any the Secretary of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its [principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Monday LTD)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Presidentany Vice Chairman of the Board, its the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose and receipt by the Rights Agent of all necessary information, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Cost U Less Inc)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer or any of its Vice Presidents, or its TreasurerPresident, 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 Company’s Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 1 contract
Samples: Rights Agreement (Motorola Inc)
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company's Chief Executive Officer, President, Chief Financial Officer, Treasurer or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Notwithstanding any other provision of this Agreement, neither the Company, the Rights Agent nor anyone else shall have any obligation to issue any Rights Certificate to an Acquiring Person or to anyone else in whose hands the Rights nominally represented by such Certificate shall be null and void either initially or in connection with a request to register a transfer of Rights represented by a certificate previously issued. In the event that at the Distribution Date or any other date upon which Rights Certificates would otherwise be issuable, the Company shall not be obligated to issue Rights Certificates to any person making a tender offer which if consummated could render such person an Acquiring Person or to any Affiliate or Associate of such person until and unless the Tender Offer is withdrawn and the person shall have established to the Company=s reasonable satisfaction that such person does not intend to become an Acquiring Person. The Company shall be entitled to require any person claiming the right to receive a Rights Certificate such evidence as the Company shall require in good faith to establish to the Company's satisfaction that the Rights represented by that Certificate have not become null and void under the provisions in Section 7(e) or that the Company is not entitled to withhold such certificate under the provisions of the preceding sentence.
(c) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its (x) the Chairman of the Board, its President, its or Chief Executive Officer, and by the Secretary, any Assistant Secretary, the Treasurer or any of its Vice Presidents, Assistant Treasurer or its Treasurer(y) any two officers designated by the Board, either manually or by facsimile signature, shall and may 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 or by facsimile signature by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of (x) the Board, its President, its Chief Executive OfficerChairman, or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may 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 or by facsimile signature by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer officer 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, the certificate number of each of the Right Certificates and the date of each of the Right CertificatesCompany.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Canton, Massachusetts, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Allaire Corp)
Execution, Countersignature and Registration. (a) The --------------------------------------------- Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Financial Officer, a Vice President (whether preceded by any additional title), the Treasurer or any the Secretary of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice in New Jersey, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or any a Senior Vice President of its Vice Presidents, or its Treasurerthe Company, 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 manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Louis-ville, Kentucky, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto thereon the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the PAGE10 Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in New York, New York, books for registration and transfer of the Right Certificates issued hereunderunder this Rights Agreement. 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 CertificatesCertificate, the certificate number of each of the Right Certificates Certificate and the date of each of the Right CertificatesCertificate.
Appears in 1 contract
Samples: Rights Agreement (Procyte Corp /Wa/)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of (x) the Board, its President, its Chief Executive OfficerChairman, or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may 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 by the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) 5.1 The Right Certificates shall be executed on behalf of Kendxx xx the Company by its Chairman of the Board, its Presidentany Vice Chairman of the Board, its the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President (whether preceded by any additional title) of its Vice PresidentsKendxx, or its Treasurer, either xxther manually or by facsimile signature, shall and have affixed thereto the Company's seal Kendxx'x xxxl or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the CompanyKendxx, either xxther manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 Kendxx xxx shall have signed any of the Right Certificates shall cease to be such an officer of the Company before Kendxx xxxore countersignature by the Rights Agent and issuance and delivery by the CompanyKendxx, such xxch Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with Kendxx xxxh the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the CompanyKendxx; and xxd any Right Certificate may be signed on behalf of the Company by Kendxx xx any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to Kendxx xx sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officerofficer of Kendxx.
(b) 5.2 Following the Distribution Date, the Rights Agent will keep shall keep, or cause to be kept, at its principal officeoffice designated for such purpose and for receipt by the Rights Agent of all necessary information, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Kendle International Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or any a Senior Vice President of its Vice Presidents, or its Treasurerthe Company, 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 manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Memphis, Tennessee, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether or not preceded by any additional title) of its Vice Presidents, or its Treasurer, the Company 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 Secretary, an Assistant Secretary or a Vice President (whether or not preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the page 10 certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) --------------------------------------------- The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer officer 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, the certificate number of each of the Right Certificates and the date of each of the Right CertificatesCompany.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Chairman of the Boardits Board of Directors, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 Each Rights Certificate shall be manually countersigned manually or by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 countersigned countersigned, either manually or by facsimile signature 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 the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeshareholder services office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officedesignated office 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or its President, any of its Vice Presidents, Presidents or its Treasurer, either manually or by facsimile signature, Treasurer 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 signature of any of these officers on the Right Certificates may be manual or facsimile and shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Certificate, shall be 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.
(b) Following . At any time and from time to time after the execution and delivery of this Agreement and prior to the Distribution Date, the Company may deliver Right Certificates executed by the Company to the Rights Agent will keep for authentication, together with a Company Order for the authentication and delivery of such Right Certificates; and the Rights Agent in accordance with such Company Order shall countersign and deliver such Right Certificates as in this Agreement provided and not otherwise. No Right Certificate shall entitle the holder thereof to any benefit under this Agreement or be valid or obligatory for any purpose unless there appears on such Right Certificate a certificate of authentication substantially in the form provided for herein executed by the Rights Agent by manual signature, and such certificate upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned and delivered hereunder. From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company shall cause to be kept, kept at its principal office, books for registration and transfer the office of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right CertificatesRights Agent designated for such purpose a Rights Register (a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the number Company shall provide for the registration of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each transfers of the Right CertificatesRights.
Appears in 1 contract
Samples: Rights Agreement (Forest Oil Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or any of its Vice Presidents, President or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent via manual or facsimile signature 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Right Certificates upon exercise or transfer, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Towerstream Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, Chief Operating Officer or its TreasurerChief Financial Officer or its General Counsel, 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 countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any an officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Rights Certificates) of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officedesignated office in Cleveland, Ohio, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, or the President, the Chief Financial Officer, any of its Vice PresidentsPresident, or its the 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 manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Tracor Inc /De)
Execution, Countersignature and Registration. (a) .1 The Right Rights Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its President, its Chief Executive Officer, or any of its President, its Vice PresidentsChairman of the Board, its Chief Financial Officer, or its TreasurerCorporate Secretary, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, signature and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person individual who signed such Right Rights Certificates had not ceased to be such an officer of the CompanyCorporation; and any Right Rights Certificate may be signed on behalf of the Company Corporation by any person individual who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company Corporation to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person individual was not such an officer.
(b) .2 Following the Distribution DateDate and upon receipt of necessary information, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or for transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, and the date, certificate number and number of Rights evidenced represented on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificatesrespective faces thereof.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Univest Corp of Pennsylvania)
Execution, Countersignature and Registration. (a) The -------------------------------------------- Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Financial Officer, a Vice President (whether preceded by any additional title), the Treasurer or any the Secretary of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice in New Jersey, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardExecutive Chairman, its President, its Chief Executive Officer, or the President, any of its the Vice Presidents, Presidents or its Treasurerthe Treasurer 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 countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officean office or agency designated for such purpose, 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, Certificates and the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Par Pharmaceutical Companies, Inc.)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its President, its Chief Executive Officer, or the President, any of its the Vice Presidents, Presidents or its Treasurerthe Treasurer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officean office or agency designated for such purpose, 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, Certificates and the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of (x) the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer or the General Counsel or (y) any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested two officers designated by the Secretary or an Assistant Secretary of the CompanyBoard, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Section 382 Rights Agreement (BioFuel Energy Corp.)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution DateDate and receipt by the Rights Agent of all necessary information, the Rights Agent will keep or cause to be kept, at its principal office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Data Return Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto hereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right 6 9 Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officedesignated office 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, the certificate Certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Board of Directors or by the President, its the Chief Executive Officer, the Chief Financial Officer or any Vice President of its Vice Presidents, or its Treasurerthe Corporation, either manually or by facsimile signature, shall have affixed thereto the Company's Corporation’s seal or a facsimile thereof, and shall be attested by the Secretary Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Certificates shall cease to be such an officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person individual who signed such Right Certificates had not ceased to be such an officer of the CompanyCorporation; and any Right Certificate may be signed on behalf of the Company Corporation by any person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Agreement any such person individual was not such an officer.
(b) . Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal stock transfer office, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company's Chief Executive Officer, President, or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution DateDate and receipt by the Rights Agent of all necessary information, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Chicago, Illinois, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Ashland Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by an authorized signatory of the Rights Agent and shall not be valid or obligatory 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 an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Rocky Mountain Chocolate Factory, Inc.)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its any two of the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case any an officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution DateDate and receipt by the Rights Agent of all necessary information, the Rights Agent will keep or cause to be kept, at its principal officean office or agency designated for such purpose, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Sanchez Computer Associates Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Brooklyn, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its Chief Executive Officer, the President or any Vice President of its Vice Presidents, or its Treasurerthe Company, 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 manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Jackson, Ohio, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its PresidentVice Chairman of the Board, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature 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 the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights 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 an 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.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal corporate trust office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right CertificatesRights Certificate, and the certificate number of each of the Right Certificates and the date of issuance of each of the Right CertificatesRights Certificate.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman the President or the Treasurer (whether preceded by any additional title) of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its TreasurerCompany, 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 manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any the officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Canton, Massachusetts, 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, the certificate number of each of the Right Certificates and the date of - 19 - 11 each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Concentra Corp)
Execution, Countersignature and Registration. (a) The Right -------------------------------------------- Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Brooklyn, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Samples: Rights Agreement (Lightbridge Inc)
Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Rights Certificates) of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officedesignated office in Canton, Massachusetts, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Rights Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer officer 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, the certificate number of each of the Right Certificates and the date of each of the Right CertificatesCompany.
Appears in 1 contract
Samples: Rights Agreement (Palomar Medical Technologies Inc)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, and shall have affixed thereto thereon the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunderunder this Rights Agreement. 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 CertificatesCertificate, the certificate number of each of the Right Certificates Certificate and the date of each of the Right CertificatesCertificate.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Clerk, an Assistant Secretary Clerk or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Canton, Massachusetts, 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
Appears in 1 contract
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its Chief Executive Officer, the President or any Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, Company and shall be attested by the Secretary Secretary, any 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 manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
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Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, 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 countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. The Rights Certificates shall be countersigned by an authorized signatory of the Rights Agent but it shall not be necessary for the same signatory to countersign all of the Rights Certificates issued hereunder. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by 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 an 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.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or another office designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.
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Samples: Rights Agreement (Tredegar Corp)
Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, 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 Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature 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 the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, 16 13 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 an 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 officerofficer of the Company.
(b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officedesignated office 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, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.
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