Common use of PROOF OF AUTHORITY TO SIGN Clause in Contracts

PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and the shares of Series B Preferred subscribed for are to be issued in the name of the registered holder of the Rights Certificate, as appropriate; (b) where the Rights Certificate is in the name of a corporation and the subscription form thereof is executed by an officer of such corporation and the shares of Series B Preferred subscribed for are to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Series B Preferred subscribed for are to be issued in the name of the registered holder of the Rights Certificate; and (d) where the Rights Certificate is registered in the name of a decedent and the subscription form thereof is executed by a subscriber who purports to act as the executor or administrator of the estate, provided (i) the subscription is for not more than $1,000, and (ii) the shares of Series B Preferred subscribed for are to be registered in the name of the subscriber as executor or administrator of such estate of the deceased registered holder. In all of the cases set forth in this Section 10 and notwithstanding anything contained in this Agreement to the contrary, the check tendered in payment of the applicable subscription must be drawn for the proper amount, to the order of the Subscription Agent and otherwise be in proper form, and there must be no evidence indicating that the subscriber is not the duly authorized representative he purports to be. In cases other than those set forth above, the Subscription Agent should procure the necessary legal documents. However, in the event that all legal requirements for proper exercise of the Rights have not been met at the Expiration Date, the Subscription Agent may accept approval from the Company as to whether such Rights Certificates may be accepted and the shares of Series B Preferred subscribed for thereunder issued.

PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and the shares of Series B Preferred Common Stock and Warrants comprising the Units subscribed for are to be issued in the name of the registered holder of the Rights Certificate, as appropriate; (b) where the Rights Certificate is in the name of a corporation and the subscription form thereof is executed by an officer of such corporation and the shares of Series B Preferred Common Stock and Warrants comprising the Units subscribed for are to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Series B Preferred Common Stock and Warrants subscribed for are to be issued in the name of the registered holder of the Rights Certificate; and (d) where the Rights Certificate is registered in the name of a decedent and the subscription form thereof is executed by a subscriber who purports to act as the executor or administrator of the estate, provided (i) the subscription is for not more than $1,000, and (ii) the shares of Series B Preferred Units subscribed for are to be registered in the name of the subscriber as executor or administrator of such estate of the deceased registered holder. In all of the cases set forth in this Section 10 and notwithstanding anything contained in this Agreement to the contrary, the check tendered in payment of the applicable subscription must be drawn for the proper amount, to the order of the Subscription Agent and otherwise be in proper form, and there must be no evidence indicating that the subscriber is not the duly authorized representative he purports to be. In cases other than those set forth above, the Subscription Agent should procure the necessary legal documents. However, in the event that all legal requirements for proper exercise of the Rights have not been met at the Expiration Date, the Subscription Agent may accept approval from the Company as to whether such Rights Certificates may be accepted and the shares of Series B Preferred Units subscribed for thereunder issued.

PROOF OF AUTHORITY TO SIGN. The Subscription Rights Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any all proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and then the shares of Series B Preferred subscribed for Rights Agent shall advise the Company in writing that the Debentures are to be issued in the name of the registered holder of the Rights Certificate, as appropriate;; and (b) where the Rights Certificate is in the name of a corporation and the subscription form thereof is executed by an officer of such corporation and corporation, then the shares of Series B Preferred subscribed for Rights Agent shall advise the Company in writing that the Debentures are to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Series B Preferred subscribed for are to be issued in the name of the registered holder of the Rights Certificate; and (d) where the Rights Certificate is registered in the name of a decedent and the subscription form thereof is executed by a subscriber who purports to act as the executor or administrator of the estate, provided (i) the subscription is for not more than $1,000, and (ii) the shares of Series B Preferred subscribed for are to be registered in the name of the subscriber as executor or administrator of such estate of the deceased registered holder. In all of the cases set forth in this Section 10 Paragraph 8 and notwithstanding anything contained in this Agreement to the contrary, the check tendered in payment of the applicable subscription Subscription Price must be drawn for the proper amountamount of the Subscription Price for the number of Rights being exercised, to the order of the Subscription Rights Agent and otherwise be in proper formform (subject to the provisions of Section 6(a) hereof regarding partial payment of the Subscription Price), and there must be no evidence indicating that the subscriber is not the duly authorized representative he purports to be. In cases other than those set forth above, the Subscription Agent should procure the necessary legal documents. However, in the event that all legal requirements for proper exercise of the Rights have not been met at the Expiration Date, the Subscription Agent may accept approval from the Company as to whether such Rights Certificates may be accepted and the shares of Series B Preferred subscribed for thereunder issued.

PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and the shares of Series B Preferred Common Stock and E Warrants comprising the Units subscribed for are to be issued in the name of the registered holder of the Rights Certificate, as appropriate; (b) where the Rights Certificate is in the name of a corporation and the subscription form thereof is executed by an officer of such corporation and the shares of Series B Preferred Common Stock and E Warrants comprising the Units subscribed for are to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Series B Preferred Common Stock and E Warrants subscribed for are to be issued in the name of the registered holder of the Rights Certificate; and (d) where the Rights Certificate is registered in the name of a decedent and the subscription form thereof is executed by a subscriber who purports to act as the executor or administrator of the estate, provided (i) the subscription is for not more than $1,000, and (ii) the shares of Series B Preferred Common Stock and E Warrants subscribed for are to be registered in the name of the subscriber as executor or administrator of such estate of the deceased registered holder. In all of the cases set forth in this Section 10 Paragraph 9 and notwithstanding anything contained in this Agreement to the contrary, the check tendered in payment of the applicable subscription must be drawn for the proper amount, to the order of the Subscription Agent and otherwise be in proper form, and there must be no evidence indicating that the subscriber is not the duly authorized representative he purports to be. In cases other than those set forth above, the Subscription Agent should procure the necessary legal documents. However, in the event that all legal requirements for proper exercise of the Rights have not been met at the Expiration Date, the Subscription Agent may accept approval from the Company as to whether such Rights Certificates may be accepted and the shares of Series B Preferred Common Stock and E Warrants subscribed for thereunder issued.

PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any all proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and the shares of Series B Preferred subscribed for Ordinary Shares are to be issued in the name of the registered holder of the Rights Certificate, as appropriate;; and (b) where the Rights Certificate is in the name of a corporation and the subscription form thereof is executed by an officer of such corporation and the shares of Series B Preferred subscribed for Ordinary Shares are to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Series B Preferred subscribed for are to be issued in the name of the registered holder of the Rights Certificate; and (d) where the Rights Certificate is registered in the name of a decedent and the subscription form thereof is executed by a subscriber who purports to act as the executor or administrator of the estate, provided (i) the subscription is for not more than $1,000, and (ii) the shares of Series B Preferred subscribed for are to be registered in the name of the subscriber as executor or administrator of such estate of the deceased registered holder. In all of the cases set forth in this Section 10 Paragraph 9 and notwithstanding anything contained in this Agreement to the contrary, the check tendered in payment of the applicable subscription must be drawn for the proper amount, to the order of the Subscription Agent and otherwise be in proper form, and there must be no evidence indicating that the subscriber is not the duly authorized representative he purports to be. In cases other than those set forth the above, the Subscription Agent should procure the necessary legal documents. However, in the event that by the Expiration Date all legal requirements for proper exercise of the Rights have not been met at the Expiration Datemet, the Subscription Agent may accept approval from the Company President or any Vice President of the Company, as to whether such Rights Certificates Certificate may be accepted and the shares of Series B Preferred Ordinary Shares subscribed for thereunder issued.

PROOF OF AUTHORITY TO SIGN. The Subscription Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any all proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-co- fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription Rights form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and the shares of Series B Preferred subscribed for are Stock is to be issued in the name of the registered holder of the Rights CertificateHolders, as appropriate;; and (b) where the Rights Certificate is in the name of a corporation corporation, and the subscription Rights form thereof is executed by an officer of such corporation corporation, and the shares of Series B Preferred Stock subscribed for are is to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Series B Preferred subscribed for are to be issued in the name of the registered holder of the Rights Certificate; and (d) where the Rights Certificate is registered in the name of a decedent and the subscription form thereof is executed by a subscriber who purports to act as the executor or administrator of the estate, provided (i) the subscription is for not more than $1,000, and (ii) the shares of Series B Preferred subscribed for are to be registered in the name of the subscriber as executor or administrator of such estate of the deceased registered holder. In all of the cases set forth in this Section 10 paragraph 9 and notwithstanding anything contained in this Agreement to the contrary, the check tendered in payment of the applicable subscription Subscription Price must be drawn for the proper amount, to the order of the Subscription Agent and otherwise be in proper form, and there must be no evidence indicating that the subscriber is not the duly authorized representative he it purports to be. In cases other than those set forth the above, the Subscription Agent should procure the necessary legal documents. However, in the event that by the Expiration Date all legal requirements for proper exercise of the Rights have not been met at the Expiration Datemet, the Subscription Agent may accept approval from the Company Chief Executive Officer or any Executive Vice President as to whether such Rights Certificates Certificate may be accepted and the shares of Series B Preferred subscribed for thereunder Stock issued.

PROOF OF AUTHORITY TO SIGN. The Subscription Rights Agent need not procure supporting legal papers, and is authorized to dispense with proof of authority to sign (including any all proof of appointment or authority to sign of any fiduciary, custodian for a minor, or other person acting in a representative capacity), and to dispense with the signatures of co-fiduciaries, in connection with exercise of the Rights in the following cases: (a) where the Rights Certificate is registered in the name of an executor, administrator, trustee, custodian for a minor or other fiduciary, and the subscription form thereof is executed by such executor, administrator, trustee, custodian for a minor or other fiduciary, and then the shares of Series B Preferred subscribed for Rights Agent shall advise the Company in writing that the Ordinary Shares are to be issued in the name of the registered holder of the Rights Certificate, as appropriate;; and (b) where the Rights Certificate is in the name of a corporation and the subscription form thereof is executed by an officer of such corporation and corporation, then the shares of Series B Preferred subscribed for Rights Agent shall advise the Company in writing that the Ordinary Shares are to be issued in the name of such corporation; (c) where the Rights Certificate is executed by a bank or broker as agent for the registered holder of the Rights Certificate; provided that, the shares of Series B Preferred subscribed for are to be issued in the name of the registered holder of the Rights Certificate; and (d) where the Rights Certificate is registered in the name of a decedent and the subscription form thereof is executed by a subscriber who purports to act as the executor or administrator of the estate, provided (i) the subscription is for not more than $1,000, and (ii) the shares of Series B Preferred subscribed for are to be registered in the name of the subscriber as executor or administrator of such estate of the deceased registered holder. In all of the cases set forth in this Section 10 Paragraph 16 and notwithstanding anything contained in this Agreement to the contrary, the check tendered in payment of the applicable subscription Subscription Price must be drawn for the proper amountamount of the Subscription Price for the number of Rights being exercised, to the order of the Subscription Rights Agent and otherwise be in proper formform (subject to the provisions of Section 6.1 hereof regarding partial payment of the Subscription Price), and there must be no evidence indicating that the subscriber is not the duly authorized representative he purports to be. In cases other than those set forth above, the Subscription Agent should procure the necessary legal documents. However, in the event that all legal requirements for proper exercise of the Rights have not been met at the Expiration Date, the Subscription Agent may accept approval from the Company as to whether such Rights Certificates may be accepted and the shares of Series B Preferred subscribed for thereunder issued.