Common use of Countersignature and Registration Clause in Contracts

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturethereof. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the Company, and by the Secretary, an Assistant Secretary, the Treasurer/Chief Financial Officer or an Assistant Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile portable document format signature. The Rights Certificates shall be countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature or portable document format signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights 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, and receipt by the Rights Agent of written notice to that effect and all other relevant and necessary information and documents referred to in Section 3(a), the Rights Agent will keep, or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates Certificates, and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal (if any) or a facsimile thereof which thereof. The Rights Certificates shall be attested by the Secretary or an Assistant Secretary of the Companybe, either manually or by facsimile signature. The Rights Certificates shall be , countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President Chief Financial Officer, General Counsel or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary Secretary, Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by in facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, the Right Certificates nevertheless may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights the Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights the 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 DateDate and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, kept books for registration and transfer of the Rights Right Certificates issued hereunder. Such The books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and Right Certificates, the date of each of the Rights Right Certificates, and the certificate numbers for each of the Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 shall keep, or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall will be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Chief Executive Officer, or its President or any Vice President (and by its Treasurer or more senior officer) of the Companyany Assistant Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall will be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature Agent and shall will not be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate will be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have has signed any of the Rights Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights those Right Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such a proper officer of the Company; and any Rights Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be is a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officera proper officer of the Company. (b) Following the Distribution Date, the Rights Agent will keep, keep or cause to be kept, at one of its principal office or offices designated as the appropriate place for surrender of Rights Right Certificates upon exercise or transfer, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof which thereof. The Rights Certificates shall be attested by the Secretary or an Assistant Secretary of the Companybe, either manually or by facsimile signature. The Rights Certificates shall be , countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or President, any Vice President (President, or more senior officer) of the Company, either manually or by facsimile signature, Treasurer and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the its Secretary or an one of its Assistant Secretary Secretaries. The signature of any of these officers on the Company, either manually Rights Certificates may be manual or by facsimile signaturefacsimile. The Rights Certificates shall be countersigned by the Rights Agent, either manually by manual signature (or by facsimile signature if permitted by law) of an authorized officer, and no Rights Certificate shall not be entitled to any benefit under this Agreement or be valid for any purpose unless so countersigned. In case any officer A Rights Certificate bearing the manual or facsimile signatures of individuals who were the proper officers of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights CertificateCertificate shall bind the Company, shall be a proper officer notwithstanding that such individuals or any of them ceased to hold such offices prior to the Company to sign countersignature of such Rights Certificate, although Certificate or did not hold such offices at the date of the execution of this Rights Agreement Agreement. Such countersignature upon any Rights Certificate shall be conclusive evidence, and the only evidence, that such person was not such an officerRights Certificate has been duly countersigned as required hereunder. (b) Following the Distribution Exercisability Date, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names name and addresses address of the respective holders each holder of the a Rights CertificatesCertificate, the number of Rights evidenced on its face by each of the Rights Certificates Certificate, and the certificate number and date of each of the Rights CertificatesCertificate.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary of or a Vice President (provided that such Vice President shall not have also executed the CompanyRights Certificates), either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature 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 Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . 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 Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Right Certificates upon exercise exercise, transfer or transferexchange, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show with respect to each Right Certificate the names name and addresses address of the respective holders of the Rights Certificatesholder, the number of Rights evidenced on its face by each of face, the Rights Certificates certificate number and the date of each of the Rights Certificatesdate.

Countersignature and Registration. (a) The Rights Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President Chief Financial Officer, General Counsel or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested to by the Secretary Secretary, Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, the Right Certificates nevertheless may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights the Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights the 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 DateDate and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, kept books for registration and transfer of the Rights Right Certificates issued hereunder. Such The books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and Right Certificates, the date of each of the Rights Right Certificates, and the certificate numbers for each of the Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 DateDate and subject to receipt of the relevant materials and information, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof thereof, which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned (or by facsimile if permitted by law) by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature counter- signature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned counter- signed by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive OfficerPresident, its President any Vice President, the Treasurer or any Vice President (or more senior officer) of the CompanyAssistant Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors of the Company, its Chief Executive OfficerVice Chairman, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunderpursuant to this Agreement. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates Certificates, the Certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall will be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President Chief Operating Officer, its President, or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall ; will have affixed thereto the Company’s 's seal or a facsimile thereof which shall thereof; and will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall will be countersigned by the Rights Agent, either manually or by facsimile signature and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has signed any of the Rights Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; , and any Rights Certificates Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be is a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this such Rights Agreement Certificate any such person Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunderunder this Agreement. Such books shall will show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its the face by each of the Rights Certificates Certificates, and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 shall keep, or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, or any an Executive Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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 DateDate and receipt by the Rights Agent of notice to that effect, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, Board or its Chief Executive Officer, its President or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and ; shall have affixed thereto the Company’s seal or a facsimile thereof which thereof; and shall be attested by the Secretary or an any Assistant Secretary of the Company or the Treasurer or an assistant treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned, either manually or by facsimile. In case If any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . 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 Rights Right Certificate, shall be is a proper officer of the Company to sign such Rights Right Certificate, although even if 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transferoffice, books for registration and of the transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Certificates Right Certificates, and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its Chief Executive Officerthe President, its President any of the Vice Presidents, the Treasurer or any Vice President (or more senior officer) the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or Secretary, an Assistant Secretary Secretary, the Treasurer, an Assistant Treasurer, the Controller or a Vice President of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal an office or offices agency designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or Chief Financial Officer, General Counsel, any Vice President (or more senior officer) similar officer of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights 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 DateDate and upon receipt by the Rights Agent of the notice and list of record holders of the Rights referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transferpursuant to Section 25 hereof, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates Certificates, the Certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 shall keep, or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Operating Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice-Chairman of the Board, its Chief Executive Officer, its President President, any of its Vice Presidents, or any Vice President (or more senior officer) of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of such Rights Certificates upon exercise or Certificate for 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman in the manner provided in the Bylaws of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signatureCompany for Common Stock certificates. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at one of its principal office offices in New York, New York (or offices designated as other place not inconsistent with the appropriate place for surrender rules of Rights Certificates any stock exchange upon exercise or transferwhich the Common Stock may then be listed), books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman Chairperson of the Board, its Chief Executive Officer (or Interim Chief Executive Officer, its President if applicable) or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the Company, its Chief Financial Officer either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates Certificates, the Certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary of or a Vice President (provided that such Vice President shall not have also executed the CompanyRights Certificates), either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature 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 Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . 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 Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Right Certificates upon exercise exercise, transfer or transferexchange, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company Trust by its Chairman of the Board, its Chief Executive Officer, its President or Chief Operating Officer, Chief Financial Officer, General Counsel, any Division President, any Vice President (President, or more senior officer) of the Companyits Secretary, either manually or by facsimile signature, and shall have affixed thereto the CompanyTrust’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyTrust, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Trust who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company Trust before countersignature by the Rights Agent and issuance and delivery by the CompanyTrust, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company Trust with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the CompanyTrust; and any Rights Certificates Right Certificate may be signed on behalf of the Company Trust by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company Trust to sign such Rights 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, and receipt by the Rights Agent of notice of the Distribution Date and such other necessary information as reasonably requested by the Rights Agent, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, any of its Vice Presidents, its Treasurer or any Vice President (or more senior officer) of the CompanyAssistant Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agentcountersigned, either manually or by facsimile signature signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person individual who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person individual who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right 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, receipt by the Rights Agent of notice to that effect and all other relevant information and documents referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned (or by facsimile if permitted by law) by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date and certificate number of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, any of its Vice Presidents, or any Vice President (or more senior officer) of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Certificate, 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, keep or cause to be kept, at its principal office and at such other offices as may be required to comply with any applicable law or offices designated as with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or automated quotation system on which the appropriate place for surrender of Rights Certificates upon exercise may from time to time be listed or transferquoted, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, its the President, the Chief Executive Officer, its President the Chief Financial Officer, the Treasurer or any Vice President (or more senior officer) the Secretary of the Company, either manually or by facsimile signature or other electronic signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile or other electronic signature. The Rights Right Certificates shall be manually or by facsimile countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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 Rights Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep, keep or cause to be kept, at its principal an office or offices agency designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested to by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, Agent either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Right Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal office or one or more offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, and in such other locations as may be required by law, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its the President, the Chief Executive Officer, its President Financial Officer or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights CertificatesCertificate, 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 Rights Certificates Certificate had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 shall keep, or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, any of its Chief Executive OfficerVice Chairmen, its President or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall also be attested signed by the Corporate Secretary or an the Treasurer or by any Assistant Corporate Secretary or Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by a duly authorized officer of the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person individual who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person individual who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right 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 DateDate and receipt by the Rights Agent of all information reasonably required by the Rights Agent to do so, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officerthe Deputy Chairman of the Board, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Executive Vice President (or more senior officer) of the CompanyVice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Executive Vice President (or more senior officer) of the CompanySenior Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books in any form or medium (including electronic media) for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardPresident, its the Chief Executive Officer, its President the Chief Financial Officer, the Chief Administrative Officer, the Treasurer or any Vice President (or more senior officer) the Secretary of the Company, either manually or by facsimile signature or other electronic signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile or other electronic signature. The Rights Right Certificates shall be manually or by facsimile countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep, keep or cause to be kept, at its principal an office or offices agency designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President, Chief Operating Officer, Chief Financial Officer, any Senior Vice President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be is a proper officer of the Company as set forth in this Section 5 to sign such Rights 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Right Certificates upon exercise or transfer, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof thereof, which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned (or by facsimile if permitted by law) by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature counter-signature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned counter-signed by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof thereof, if any, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information referred to in section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall will be executed on behalf of the Company by any one or more of its Chairman of the Board, its Chief Executive Officerany Vice Chairman, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall will have affixed thereto the Company’s 's seal or a facsimile thereof which shall will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agentwill countersigned, either manually or by facsimile signature facsimile, by the Rights Agent and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be is a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its the principal office of the Rights Agent designated for such purpose and at such other offices as may be required to comply with any applicable law or offices designated as with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or any transaction reporting system on which the appropriate place for surrender of Rights Certificates upon exercise may from time to time be listed or transferquoted, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall will show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Board or any President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who so signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for the surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief President, any Executive Officer, its Vice President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, Agent (either manually or by facsimile signature as determined by the Company) and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates. Upon written request of the Right Agent, the Company will provide to the Rights Agent any information necessary for the Rights Agent to satisfy its obligations under this Section 5(b), provided that such information is not then maintained by the Rights Agent.

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof which thereof. The Rights Certificates shall be attested by the Secretary or an Assistant Secretary of the Companybe, either manually or by facsimile signature. The Rights Certificates shall be , countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Restated Rights Agreement any such person was not such an officer. (b) Following the Distribution Date, receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall will be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President Chief Operating Officer, its President, or any Executive Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall will have affixed thereto the Company’s 's seal or a facsimile thereof which shall thereof, and will be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall will be countersigned by the Rights Agent, either manually or by facsimile signature and shall will not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has signed any of the Rights Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; , and any Rights Certificates Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be is a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunderunder this Agreement. Such books shall will show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its the face by each of the Rights Certificates Certificates, and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President and Chief Executive Officer, its Executive Vice President and Chief Financial Officer or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company Trust by its Chairman of the Board, its Vice Chairman, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the CompanyTrust’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the CompanyTrust, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Trust who shall have signed any of the Rights Certificates shall cease to be such officer of the Company Trust before countersignature by the Rights Agent and issuance and delivery by the CompanyTrust, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company Trust with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the CompanyTrust; and any Rights Certificates may be signed on behalf of the Company Trust by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company Trust to sign such 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, shall keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, its Vice Chairman of the Board, its Chief Financial Officer or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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 DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, its President Chief Financial Officer or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement Tax Benefits Preservation Plan 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 or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman any one of the BoardCompany’s members of its Office of the Chief Executive, its Chief Executive Officer, its President Financial Officer or any Executive Vice President (or more senior officer) of the Companyeach an “Authorized Officer”), either manually or by facsimile signature, and shall have affixed thereto the Company’s corporate seal (or a facsimile thereof which thereof), and shall be attested by the Company’s Secretary or an one of its Assistant Secretary Secretaries. The signature of any of these officers on the Rights Certificates may be manual or by facsimile. Rights Certificates bearing the manual or facsimile signatures of the individuals who were at any time the proper officers of the Company shall bind the Company, either manually notwithstanding that such individuals or by facsimile signature. The any of them have ceased to hold such offices prior to the countersigning of such Rights Certificates shall be countersigned by the Rights Agent, either manually Agent or by facsimile signature and did not hold such offices at the date of such Rights Certificates No Rights Certificate shall not be entitled to any benefit under this Agreement or be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the there appears on such Rights Certificates shall cease to be such officer of the Company before Certificate a countersignature duly executed by the Rights Agent by manual or facsimile signature of an authorized officer, and issuance such countersignature upon any Rights Certificate shall be conclusive evidence, and delivery by the Companyonly evidence, that such Rights Certificates, nevertheless, may be Certificate has been duly 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerrequired hereunder. (b) Following the Distribution Date, and receipt by the Rights Agent will keepof written notice to that effect and all other relevant and necessary information referred to in Section 3(d), the Rights Agent shall keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Certificates issued hereunder. Such books shall show the names name and addresses address of the respective holders each holder of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates Certificate, and the date of each of the Rights CertificatesCertificate.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors of the Company, its the Chief Executive Officer, its the Chief Financial Officer, the President or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually or by facsimile countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 or attested such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed or attested on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal an office or offices agency designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary of or a Vice President (provided that such Vice President shall not have also executed the CompanyRight Certificates), either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature 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 Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . 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 Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Right Certificates upon exercise exercise, transfer or transferexchange, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show with respect to each Right Certificate the names name and addresses address of the respective holders of the Rights Certificatesholder, the number of Rights evidenced on its face by each of face, the Rights Certificates certificate number and the date of each of the Rights Certificatesdate.

Countersignature and Registration. (a) The Rights Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, any of its Vice Presidents or any Vice President (or more senior officer) of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agentcountersigned, either manually or by facsimile signature signature, by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person individual who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person individual who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right 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, receipt by the Rights Agent of notice to that effect and all other relevant information as provided in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the certificate number of each of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates Certificates, and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors of the Company, its Chief Executive Officer, its President President, any of its Vice Presidents, or any Vice President (or more senior officer) of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be he attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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 DateDate and receipt by the Rights Agent of all relevant information, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Board or any President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who so signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for the surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed signed on behalf of the Company by its the Chairman of the Board, its the President, the Chief Executive Officer, its President or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary Secretary, Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually manually, or by facsimile signature where permitted, in facsimile, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, the Right Certificates nevertheless may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights the Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights the 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 DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, kept books for registration and transfer of the Rights Right Certificates issued hereunder. Such The books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and Right Certificates, the date of each of the Rights Right Certificates, and the certificate numbers for each of the Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal (if any) or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturethereof. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 DateDate and receipt by the Rights Agent of the notice referred to in Section 3(a) and a list of record holders of Common Shares (also provided by the Company only if the Rights Agent shall not concurrently act as transfer agent for the Company), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, any of its Vice Presidents, or any Vice President (or more senior officer) of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise such Right Certificate or transfer, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights he Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its Chief Executive Officerthe President, its President any of the Senior Vice Presidents or any Vice President (Presidents, the Treasurer or more senior officer) the Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by 17 14 the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal an office or offices agency designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, its Chief Financial Officer, or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which if the Company has a seal, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof thereof, which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned (or by facsimile if permitted by law) by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardChairman, its Chief Executive Officer, its President President, any Vice President, Treasurer, Chief Financial Officer, Secretary or any Vice President (or more senior officer) of the CompanyAssistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agentbe, either manually or by facsimile signature facsimile, countersigned by the Rights Agent and shall not be valid for any purpose unless so countersigned. In case If any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Rights Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights CertificatesRight Certificates may, 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . 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 Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer. (b) Following After the Distribution Date, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Right Certificates upon exercise exercise, transfer or transferexchange, books for registration and transfer of the Rights Certificates issued hereunderRight Certificates. Such books shall show with respect to each Right Certificate the names name and addresses address of the respective holders of the Rights Certificatesregistered holder thereof, the number of Rights evidenced indicated on its face by each of the Rights Certificates certificate and the date of each of the Rights Certificatescertificate number.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof thereof, which shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned (or by facsimile if permitted by law) by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such of officer of the Company; , and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officerofficer, its President President, any of its Vice Presidents, or any Vice President (or more senior officer) of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of such Rights Certificates upon exercise Certificate 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall may have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the its Secretary or an any Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature Agent (which need not be the same authorized signatory for all of the Right Certificates) and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, Right Certificates may nevertheless be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, who at the actual date of the such execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Right Certificate, although even though such person was not such an officer at the date of the execution of this Rights Agreement any such person was not such an officerAgreement. (b) Following the Distribution Date, the Rights Agent will keep, shall keep or cause to be kept, kept at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced represented on its face by each of the Rights Certificates Right Certificate and the date of each of the Rights CertificatesRight Certificate.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officerany Vice Chairman, its President or any Executive or Senior Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice-Chairman of the Board, its Chief Executive Officer, its President President, any of its Vice Presidents, or any Vice President (or more senior officer) of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of such Rights Certificates upon exercise or Certificate for 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturethereof. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President and Chief Executive Officer, or by its President or any Vice President (or more senior officer) of the CompanyChief Financial Officer, Treasurer and Corporate Secretary either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturethereof. The Rights Certificates shall be either manually, or by facsimile signature, countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, books records for registration and transfer of the Rights Certificates issued hereunder. Such books records shall show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent or the Registrar and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent or the Registrar and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and or the Registrar, issued and delivered by the Company with the same force and effect as though the person who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal stockholder services office or offices such other office designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, any of its Vice Presidents, or any Vice President (or more senior officer) of the Companyits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person individual who signed such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates . Any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights Right 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transferoffice, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates. (c) Notwithstanding any other provisions hereof, the Company and the Rights Agent may amend this Rights Agreement to provide for uncertificated Rights in addition to or in place of Rights evidenced by Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed signed on behalf of the Company by its the Chairman of the Board, its the Chief Executive Officer, its the President or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary Secretary, Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually manually, or by facsimile signature where permitted, in facsimile, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, the Right Certificates nevertheless may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights the Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights the 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 DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, kept books for registration and transfer of the Rights Right Certificates issued hereunder. Such The books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and Right Certificates, the date of each of the Rights Right Certificates, and the certificate numbers for each of the Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President and Chief Executive Officer, or by its President or any Vice President (or more senior officer) of the CompanyPresident, Finance, and Chief Financial Officer either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed signed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its the Chief Executive Officer, its the President or any Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary Secretary, Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually manually, or by facsimile signature where permitted, in facsimile, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, the Right Certificates nevertheless may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights the Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights the 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 DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, kept books for registration and transfer of the Rights Right Certificates issued hereunder. Such The books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and Right Certificates, the date of each of the Rights Right Certificates, and the certificate numbers for each of the Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 shall keep, or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman the Chairperson of the BoardBoard of Directors of the Company, its the Chief Executive Officer, its the Chief Financial Officer, the President or any Executive or Senior Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually or by facsimile countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 or attested such Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed or attested on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal an office or offices agency designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof thereof, which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the certificate number and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, its President or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof thereof, which shall be attested by the its Secretary or an any of its Assistant Secretary of the CompanySecretaries, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature counter-signature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agents and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights 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, shall keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be duly executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President Chief Financial Officer, Secretary or any Vice President (or more senior officer) of the CompanyAssistant Secretary, either manually or by facsimile or electronic signature, and shall have affixed thereto the Company’s seal or a facsimile or electronic copy thereof which shall be attested to by the Secretary or an any Assistant Secretary of the Company, either manually or by facsimile or electronic signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or manually, by facsimile signature or electronic signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such Rights Certificate, although at as of the date of the execution of this Rights Agreement hereof 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 office or offices designated by the Rights Agent as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardBoard of Directors, its Chief Executive Officer, its President President, or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; , and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transferoffice, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and Right Certificates, the date of each of the Rights Right Certificates and the certificate number for each of the Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, or any Senior Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by an authorized signatory of the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature counter-signature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for the surrender of the 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 Rights Certificates, the certificate number of each of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal (if any) or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturethereof. The Rights Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman, its Chief Executive Officer, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature or other electronic signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 shall keep, or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturethereof. The Rights Certificates shall be manually countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, receipt of the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a) of this Agreement, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed signed on behalf of the Company by its the Chairman of the Board, its Board and Chief Executive Officer, its President Officer or any Executive Vice President (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary Secretary, Assistant Secretary, the Treasurer or an any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be countersigned by the Rights Agent, either manually manually, or by facsimile signature where permitted, in facsimile, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights Certificates, nevertheless, the Right Certificates nevertheless may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person who signed such Rights the Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights the 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 DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, kept books for registration and transfer of the Rights Right Certificates issued hereunder. Such The books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and Right Certificates, the date of each of the Rights Right Certificates, and the certificate numbers for each of the Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board, its Chief Executive Officer, its President President, any of its Vice Presidents or any Vice President (or more senior officer) of the Companyits Chief Financial Officer, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Rights Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Rights Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company Corporation with the same force and effect as though the person individual who signed such Rights Certificates had not ceased to be such officer of the CompanyCorporation; and any Rights Certificates Certificate may be signed on behalf of the Company Corporation by any person individual who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company Corporation to sign such 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 DateDate and upon receipt of necessary information, the Rights Agent will keep, shall keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or for 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 Rights Certificates, and the date, certificate number and number of Rights evidenced represented on its face by each of the Rights Certificates and the date of each of the Rights Certificatesrespective faces thereof.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Chairman of the Executive OfficerCommittee of the Board, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Vice President (or more senior officer) of the CompanyPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature Agent and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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 DateDate and receipt by the Rights Agent of (i) written notice of the Distribution Date pursuant to Section 3(a) hereof and (ii) a stockholder list and all relevant information requested by the Rights Agent pursuant to Section 3(a) hereof, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purpose, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its President Chief Financial Officer, or any Executive Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Right Certificates shall be manually countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Rights 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 Rights Right Certificates had not ceased to be such officer of the Company; and any Rights Certificates Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Right Certificate, shall be a proper officer of the Company to sign such Rights 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, shall keep or cause to be kept, at its the principal office of the Rights Agent designated for such purpose and at such other offices as may be required to comply with any applicable law or offices designated as with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or any transaction reporting system on which the appropriate place for surrender of Rights Certificates upon exercise may from time to time be listed or transferquoted, books for registration and transfer of the Rights Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Rights Right Certificates, the number of Rights evidenced on its face by each of the Rights Right Certificates and the date of each of the Rights Right Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive Officer, its Chief Financial Officer, its President or any Vice President (President, either manually or more senior officer) by facsimile signature, and by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company’s seal (if any) or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturethereof. The Rights Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature signature, and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates on behalf of the Company had not ceased to be such officer of the Company; and any Rights Certificates Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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 DateDate and receipt by the Rights Agent of all necessary information, the Rights Agent will keep, keep or cause to be kept, at its principal office or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfersuch purposes, 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.

Countersignature and Registration. (a) The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its Chief Executive OfficerVice Chairman, its President or any Vice President (or more senior officer) of the CompanyPresident, either manually or by facsimile signature, and shall have affixed thereto the Company’s 's seal or a facsimile thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Rights Certificates shall be countersigned by an authorized signatory of the Rights Agent, either manually or by facsimile signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Rights Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such 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 Rights Certificates had not ceased to be such officer of the Company; and any Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Rights Certificate, shall be a proper officer of the Company to sign such 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, keep or cause to be kept, kept at its principal office or offices designated as the appropriate place for surrender of 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 Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates and the date of each of the Rights Certificates.