Common use of Registration and Countersignature Clause in Contracts

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice President or the Chief Financial Officer of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the Chief Executive Officer, a Vice President, Vice President the Treasurer or the Chief Financial Officer of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign countersign, issue and deliver Warrants as otherwise provided in this Agreement. The Warrant Agent shall maintain books (“Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates certificates in a register as they are issued by the Company. Warrant Certificates certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice President and Secretary or the Chief Financial Officer Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more more, nor less, than the number of Warrant Shares referred to above in the first recital hereof (but subject to adjustment as hereinafter provided) and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, PresidentChief Operating Officer, Vice President or the Chief Financial Officer of the Company, initially countersign and deliver Warrants Warrant Certificates as provided in this Agreement entitling the holders thereof initially to purchase not more than the number of Warrant Shares referred to above in the first recital hereof hereof. The Company has appointed the Warrant Agent as the register with respect to the Warrants. The Warrant Agent shall number and shall countersign and deliver Warrants as otherwise provided register the Warrant Certificates in this Agreementa register. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates Warrants as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyoneon the certificate relating thereto), for all purposes, and neither the Company nor the Warrant Agent shall not be affected by any notice to the contrarycontrary and shall not be bound to recognize any equitable or other claim to or in the Warrant on the part of any other person.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, the President, a Vice President President, the Treasurer or the Chief Financial Officer Controller of the Company, initially countersign countersign, issue and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Prior to a Separation Date, the registered holder of the Unit shall be deemed the registered Holder of such Warrants for all purposes hereunder.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, the President, a Vice President President, the Treasurer or the Chief Financial Officer Controller of the Company, initially countersign countersign, issue and deliver Warrant Certificates representing Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be countersigned manually countersigned or by facsimile by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President and Chief Executive Officer, President, Officer or a Senior Vice President or the Chief Financial Officer of the Company, initially countersign countersign, issue and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Warrant Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the CompanyCorporation, shall number and register hold the Warrant Certificates in a register as they are issued by the Companypre-numbered and unregistered. The Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice President Board or the Chief Financial Officer President of the CompanyCorporation, initially countersign countersign, issue and deliver Warrants collectively for all Warrants outstanding entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company Corporation and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company Corporation nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number hold the Warrants unnumbered and register the Warrant Certificates in a register as they are issued by the Companyunregistered. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, the President, a Vice President President, the Treasurer, the Secretary or the Chief Financial Officer of the Company, initially countersign countersign, issue and deliver Warrants collectively for all Warrants outstanding entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, President Chief Executive Officer, PresidentChief Operating Officer, Vice President or the Chief Financial Officer or Vice President of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice the President or the Chief Financial Officer Treasurer of the Company, initially countersign countersign, issue and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Prior to a Separation Date, the Depository Trust Company shall be deemed the registered Holder of such Warrants for all purposes hereunder.

Registration and Countersignature. The Warrant Agent, on --------------------------------- behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, the President, a Vice President President, the Treasurer or the Chief Financial Officer Controller of the Company, initially countersign countersign, issue and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Prior to a Separation Date, the registered holder of the Unit shall be deemed the registered Holder of such Warrants for all purposes hereunder.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be countersigned manually countersigned or by facsimile by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President and Chief Executive Officer, President, Officer or a Senior Vice President or the Chief Financial Officer of the Company, initially countersign countersign, issue and deliver Stockholder Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Stockholder Warrants as otherwise provided in this Warrant Agent Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, Warrants shall be numbered and shall be registered on behalf the books of the Company, shall number and register Company maintained at the office of the Warrant Certificates in a register Agent designated for such purpose (the “Warrant Register”) as they are issued by the Companyissued. Warrant Certificates shall be manually countersigned by the Warrant Agent (by either manual or facsimile signature) and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, a Vice President, Vice President or the Treasurer, an Assistant Treasurer, Chief Financial Officer Officer, Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the “Holders” or “Warrantholders”) of the Warrant Certificates as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. (a) The Warrant AgentAgent shall maintain books for the registration, on behalf and registration of transfer, of the Company, shall number and register the Warrant Certificates in a register as they are issued by the CompanyCertificates. The Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Certificates shall be so countersigned, however, by the Warrant Agent shalland shall be delivered by the Warrant Agent, upon written instructions notwithstanding that the persons whose manual or facsimile signatures appear thereon as proper officers (and directors, to the extent their signatures thereon are requested by the Company) of the Chairman Company shall have ceased to be such officers (or directors) at the time of such countersignature or delivery. (b) Prior to due presentment for registration or transfer of the BoardWarrant Certificates, Chief Executive Officer, President, Vice President or the Chief Financial Officer of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may shall deem and treat the registered holder(s) of the Warrant Certificates holder thereof as the absolute owner(s) thereof owner of Warrants (notwithstanding any notation of ownership or other writing thereon on the Warrant Certificate made by anyoneanyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof and for all purposes, other purposes and no transfer or exchange will be effective unless made in accordance with Sections 11 and 12 herein and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. (a) The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. . (b) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice the President or the Chief Financial Officer Treasurer of the Company, initially countersign countersign, issue and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. . (c) The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Prior to a Separation Date, the Depository Trust Company shall be deemed the registered Holder of such Warrants for all purposes hereunder.

Registration and Countersignature. The Warrant Agent, Warrants shall be numbered and shall be registered on behalf the books of the Company, shall number and register Company maintained at the principal corporate trust office of the Warrant Certificates Agent in a register 000 Xxxxxxx Street, 21W, New York, New York 10286 (the "Warrant Register") as they are issued by the Companyissued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Vice Chairman of the Board, the President, Chief Executive Officer, a Vice President, Vice President the Treasurer, Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolders (the "Holders") of the Warrant Certificates as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. (a) The Warrant Agent, Warrants shall be numbered and shall be registered on behalf the books of the Company, shall number and register Company maintained at the principal office of the Warrant Certificates Agent in a register the Borough of Manhattan, city of New York (the "Warrant Register") as they are issued issued. Warrant Agent agrees to make the Warrant Register available for inspection by agents or other representatives of the Company. Nevada State Gaming Control Board upon request during normal business hours. (b) Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, a Vice President President, or the Chief Financial Officer a Secretary or an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number an aggregate of 100,000 Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. . (c) The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "Holders") of the Warrant Certificates as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on --------------------------------- behalf of the Company, shall number and register the Warrant Certificates certificates in a register as they are issued by the CompanyCompany (the "Warrant Register"). Warrant Certificates certificates shall be countersigned manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice President or the Chief Financial Officer of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first second recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon the written instructions of the Chairman of the Board, the Vice Chairman, the President or Chief Executive Officer, a Senior Vice President, Vice President President, the Treasurer or the Chief Financial Officer of the Company, initially countersign countersign, issue and deliver Warrants entitling Warrants. The Warrant Agent shall maintain books (the holders thereof to purchase not more than “Warrant Register”) for the number registration of Warrant Shares referred to above in original issuance and the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreementregistration of transfers of the Warrant. The Company and the Warrant Agent may deem and treat the person in whose name such Warrants shall be registered holder(s) of upon the Warrant Certificates Register (“Registered Holders”) as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon on the Warrant Certificate made by anyoneanyone other than the Company or the Warrant Agent), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of --------------------------------- the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, PresidentChief Financial Officer, President or Vice President or the Chief Financial Officer of the Company, initially countersign countersign, issue and deliver Warrants Warrant Certificates entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants Warrant Certificates as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice the President or the Chief Financial Officer Treasurer of the Company, initially countersign and deliver Warrants entitling the holders Holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sHolder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Prior to the Separation Date, the registered holder of the Unit shall be deemed the registered Holder of such Warrants for all purposes hereunder.

Registration and Countersignature. The Warrant Agent, Warrants shall be numbered and shall be registered on behalf the books of the Company, shall number and register Company maintained at the principal office of the Warrant Certificates Agent in a register the Borough of Manhattan, city of New York (the "WARRANT REGISTER") as they are issued by the Companyissued. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, the President, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, a Vice President, Vice President the Secretary or the Chief Financial Officer an Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more than the number of Warrant Shares referred to above in the first recital hereof and shall thereafter countersign and deliver Warrants as otherwise provided in this Agreement. The Company and the Warrant Agent may deem and treat the registered holder(sholders (the "HOLDERS") of the Warrant Certificates as the absolute owner(s) owners thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), ) for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

Registration and Countersignature. The Warrant Agent, on behalf of the Company, shall number and register the Warrant Certificates in a register as they are issued by the Company. Warrant Certificates shall be manually countersigned by the Warrant Agent and shall not be valid for any purpose unless so countersigned. The Warrant Agent shall, upon written instructions of the Chairman of the Board, Chief Executive Officer, President, Vice President and Secretary or the Chief Financial Officer Assistant Secretary of the Company, initially countersign and deliver Warrants entitling the holders thereof to purchase not more more, nor less, than the number of Warrant Shares referred to above in the first second recital hereof (but subject to adjustment as hereinafter provided) and shall countersign and deliver Warrants as otherwise provided in this Warrant Agreement. The Company and the Warrant Agent may deem and treat the registered holder(s) of the Warrant Certificates as the absolute owner(s) thereof (notwithstanding any notation of ownership or other writing thereon made by anyone), for all purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.